Wolf's Child
by TwillinOfTheWillows
Summary: The Dwarves are having their meeting when Gandalf introduces them to a new member, from an old, forgotten race. Of course, Thorin doesn't like her much. And was she really raised by wolves? Well, this couldn't end badly! ...right? A mix of movie!verse and book!verse.
1. Meet the new member

**Disclaimer: this is not mine. All materiel to Tolkien and Peter Jackson respectively. I only own my OC.**

* * *

Poor Bilbo was at his wit's end. These dwarves had barged into his home, completely cleaned out his pantry, and made a total mess of his home in general. Then that other dwarf had come in and humiliated Bilbo, in _his_ house. That was really quite rude.

Altogether though, he really wasn't all that surprised by a finale knock on the door.

All the dwarves looked around in confusion, taking note that everyone was there. Only Gandalf was perfectly at ease as he stopped Bilbo from going to get the door.

"It will be better if I get this," he murmured. "She is not… exactly… used to people, you might say."

"What is this about, Gandalf?" questioned Thorin. "I asked you to get a 14th member, not a 15th as well!" Gandalf smirked at this and went to the door.

When he opened it, all the dwarves craned their necks to try to see in front of him. A rough voice, seemingly unused to speaking said, "hello, Gandalf." The dwarves were quite startled to realize that the voice was female, a rough and yet pleasant alto.

"Lupa, my dear! Come right in! Let me introduce you to these wonderful dwarves!" Now Gandalf stepped to the side and the woman came in, hesitating a moment before stepping over the threshold. Fili gasped when he saw her features in the light, for she wore no cloak.

She had night-black hair that was shaved on the sides and done in a mohawk in the center, fully revealing her pointed elf-like ears. Her eyes were a beautiful cerulean blue and perfectly shaped; under the left was a tattoo, what seemed to be a red teardrop. Her skin was a tanned brown, completely unlike any other race of Middle-Earth any of the Dwarves had seen. It was marred by many pale thin lines that were likely scars, although Fili had no idea how a female could get so many. She wore a green sleeveless wrap-around shirt held in place with a belt. Her pants were canvas, a light tan brown that were puffed out slightly. They were tucked into brown leather boots that were covered in travel dust. On her arms were leather bracers that, at Gandalf's request, she pulled two sharp looking daggers from. Laying them in a separate pile from the Dwarves' weapons, various other small knives joined them. A leather satchel rested on her hip, held in place by a strap going over the opposite shoulder and a second strap going around her waist.

Bilbo gulped when he saw that her nails, grown to just past her fingertips, were filed into points.

All in all, she had a kind of feral beauty, Fili concluded. While he wouldn't call her beautiful in the traditional dwarven sense of the word, her wildness gave her a glowing aura almost. She grinned when she saw him staring at her dusk rose lips, revealing teeth that had been sharpened into points as well; he quickly looked away.

"What is the meaning of this?" asked Thorin again. "I do not want some weak female on this quest, Gandalf. She will be a burden and a distraction. Useless." He felt very disconcerted when the woman growled at him, though he did not show it. Gandalf put a restraining hand on her shoulder and she visibly relaxed. A bit, at least.

"I do not ask your permission on this matter, Thorin," replied Gandalf. "She will come, whether you like it or not. I specifically asked her help on this. Lupa will be a great help! She knows these lands like the back of her hand! Or she did, anyway..." he ended with a mutter.

Lupa grinned again. "Of course I still do, Gandalf. There are few things my people forget, and the lay of the land is not one of them."

Thorin then heard Gandalf's voice in his head. -Do not meet her eyes for more than five seconds. Any longer is a challenge for dominance.-

"A word, Gandalf, if you will?" growled Thorin, standing and walking to a different room of the hobbit hole, where Gandalf followed.

"What is she, even?" Thorin whisper-yelled. "I do not want a useless female on my quest, for she will be naught but a burden and a distraction! And I especially do not what a she-elf!"

Gandalf looked at Thorin for a moment, a smirk on his face. Then he asked, "Have you ever heard of the Sizaan Elves? A long lost tribe of elves so different from their cousins that they split off almost entirely?" Thorin froze at this.

"You do not mean..."

"I do."

"But... are the stories of how they are raised by animals true?!"

"They are. And that is why you must not challenge her. She was raised by wolves, the harshest animals for ranking. She has already identified you as the Alpha of this group. She will not wish to challenge you, but if you do first, she will have no choice but to answer in kind."

"But why must she come?!" demanded Thorin.

"Because she is a formidable fighter and extremely intelligent. And, well, the other reasons are hers to tell you as she will. But come, we must continue with our meeting." At this Gandalf swept out of the room, with an outraged Thorin following in his wake.

* * *

 **And that is chapter 1. "But Twillin," the readers cry out; "It's practically the same as every other dratted Hobbit fanfic I've read!" To which I say, "Don't worry. Not even I'm sure where this is going to go."**

 **And isn't Lupa such a wonderfully** **original name?!**

 **Ha. Ha.**

 **Anyway, constructive criticism is much appreciated if you feel like taking the time.**

 **Twillin out!**


	2. Flashback

**Most of this material is owned by either Tolkien or Jackson. The rest? Mine.**

* * *

While they were having this conversation, the others had been talking, or, rather, trying to talk with, the woman.

"So, what's your name?" Fili asked. She looked at him for a moment, head tilted to the side, before replying.

"My… calling? Ah, name. You could not pronounce it, I think. But I believe that you may call me... ack, how does he say it? Lupa."

"Why did Gandalf say that you weren't accustomed to people?" That was Ori, curious.

Lupa glanced at him before answering. " I have not… lived with… humans? Mortal races of a sort, anyways- for a long time. I am more comfortable with my own, ji, kin, I think you say."

That was when Gandalf came back in with Thorin. "Now, where were we?" he muttered. "Ah yes. Give Mr. Baggins the contract, Balin." Balin handed it to Bilbo, then turned apologetically to Lupa.

"I'm afraid that I don't have a contract for you, Miss," he said. She glanced at Gandalf nervously, and he answered for her.

"She has no need of one, Master Balin. Lupa can quite take care of herself and has no need of treasure." She nodded at this, while Balin just shrugged.

Meanwhile, Bilbo had flipped his open. "Let's see," he murmured. "Terms: cash on delivery, up to but not exceeding one fourteenth of total profit. Eh, seems fair. Present company shall not be liable for injuries inflicted by or sustained as a consequence thereof, including but not limited to: lacerations... evisceration... _incineration_?"

At this point Lupa slipped out. There was no need to be there for all that. Although, she did hear a thud. The hobbit must have fainted. Ah, well. She suspected that as much as Bilbo did not want to go, he would anyway. Gandalf could be _so_ persuasive. She remembered him talking to her.

* * *

" _No! I am not going on some adventure of yours, Gandalf! I am quite happy here with the pack! ... And with the others, I suppose."_

 _He smiled at this. "And how is the pack doing, may I ask? What is your current position?"_

 _She grinned."Pack nanny. They got too confused with how long I live, and the way I am a Two-Legger, so they gave me the job to look after the pups after they saw how much I liked them. There's a new litter, you know." Her eyes had a far away look, as if she was looking at something in the past. "Would you like to meet them? They're old enough that the pack will be alright with it."_

" _I think I would like that very much."_

 _She gave several sharp barks and was answered by five high pitched ones, followed by five little pups running out of the woods to greet them. One of them was black, one was white, one was silver, one was a red -brown, and the last was a handsome tan._

" _What are their names?" asked Gandalf._

" _The tan is Silly, because of the way he acts. The white is Half Moon, she likes to howl at the moon. Shadow is the black one, she blends right in with them. The silver is Starry Eyes, because that's how she gets when she sees the one yearling. Then the red is Russet; he's much more the dominant then Silly, so they think he'll end up Alpha of another pack." She pointed at each in turn, laughing when Silly tried to crawl on Gandalf's lap. Reaching into the satchel on her hip, she drew out some bones and snapped them in such a way that the marrow could be gotten at. She then tossed them to the pups, saving a whole bone for herself while the pups fell on theirs and started gnawing on them._

" _How old are they?"_

" _Around one or two Moons, I think," she answered, chewing on her own bone. Gandalf shuddered at the sound of her teeth scraping at the bone._

" _Why would you be opposed to coming?" He questioned her, making her bark out a laugh._

" _Come on a quest to defeat a_ Fire Wing, _Gandalf?! That's practically self-killing, even in a group the size of an army! And you said that there would be 14 on this quest, besides yourself and I? He would slaughter us!"_

" _Lupa, these are quite capable people, and dwarves, which are quite sturdy just by nature! And you would have my help, which you seem to be discounting-"_

" _Of course I'm bloody discounting it, Gandalf! The name Stormcrow didn't stick to you just because; it stuck to you because you'll come in on the wings of a storm and leave just as quickly! Well, that, and that the crows like you." The last part was in a mutter._

 _Gandalf huffed. "Well, I can't deny you make a sound point-"_

" _You're just saying that to pacify me."_

" _True, but you are still right- to some degree, anyway. But I need you there, to make up for when I'm not. Please? I can guarantee that they will need your help, and your power; as will I." He saw her glaring at him and looked her straight in the eye._

 _She looked away first, baring her throat in submission. "Fine, Stormcrow. But I have to get permission from the pack and the Council before I may leave on this goose-chase."_

 _Gandalf smiled at his success. "Actually, you only need to get permission from the pack; I've already cleared it with the Council. Acquilina had quite the smile on her face when she said yes."_

 _Lupa jerked her head around to look at him. "_ Acquilina _?_ _Oh, of course she would. And I suppose Adolfa had quite the smile, too?"_

" _But of course." His reply made Lupa groan._

"Fine _, Gandalf. I'll come. When?"_

" _As soon as you are able."_

 _Now she cursed him, with quite an imagination._

* * *

 **Okay, that is that, Just so you know, in Lupa's flashback they are not talking Common. I don't have a name for it yet, but it is the language of the Sizaan Elves.**

 **Bonus points to the first person to tell me the general meanings of the names Acquilina and Adolfa!**

 **Thanks to the people who Followed and/or Favourited! :) You really made me happy :)**

 **Constructive criticism is appreciated, if you feel like taking the time.**

 **Twillin out!**


	3. Thorin is not pleased

**O-kay, peoples! All I own is Lupa and her people, the Sizaan Elves. You already knew that. Oh well!**

* * *

 _Previously: Lupa has a flashback, and we find out that Gandalf can be a wee bit mean sometimes._

* * *

Lupa was torn from her thoughts at the sound of Bilbo's door opening and closing, followed by someone stepping outside.

"Good of you to join me, Thorin Oakenshield." She said this without turning around, hearing his heartbeat quicken for a moment, then return to normal. "You are the Alpha of this… Gandalf said company, I think? And your Beta… the one with the long white beard, and white hair, what is his name?"

"Balin." It was a growl.

"And all your members, yet no Omega… surely it is impossible? But it would seem not. And you are lucky, Oakenshield, for there are no biders in your pack." The whole time Lupa was talking, she merely sat, looking straight ahead, not moving, hands on her knees. Her face was expressionless, eyes half lidded.

"And what do those terms mean?" Thorin was not pleased that she had so soon seen so much of how his group was put together. At least it showed that she was somewhat intelligent though, and he was honestly curious. At least, that's what he told himself to keep from storming back inside that instant. _Why_ must Gandalf tamper with everything?

"Mm? Oh, the Alpha, Beta, Omega, bider? The Alpha is the leader, the Beta the second in command. The Omega is the lowest ranking wolf in a pack, often given the worst of everything, if anything at all. And biders are those who would challenge your leadership."

"So you truly were raised by wolves." It not a question, but a statement. He sounded rather disapproving.

Her eyes were unveiled, sliding over to look at him sidelong. "Ja. I suppose the Stormcrow told you that? Not all his tales are so far fetched, and all have some grain of truth, however small. But, ja, I was raised by wolves."

"What about your parents? Were they killed, that your people left you as food for animals?!" It was meant as an insult, for he was trying to get a stronger reaction from her. It was not taken as such. Rather, she laughed.

"Ah, you think I am an… ack, you say orphen? No, I am not. It is how we all start out; if we survive, we have earned a place within the tribe. If we do not? Then we have no use left. We are all left in the wild, far away from any travelers, as soon as we no longer require the milk from our mother's breast. If we are meant to live? The animals will take us in, raise us, teach us their language, their ways. After many years like that, we are found again by those who left us. The elves you so hate? We are… not like them."

Thorin was horrified. What a terrible thing to do, leaving children out to either be raised as savages or die! She drew him out of his thoughts with a growl.

"Do not judge that which you do not know, Oakenshield. All Peoples have their own ways and customs; ours are simply different from yours."

"I never said I was judging you."

"You did not need to. Your movement shouted it."

When she said this, Thorin realized that he had moved ever so slightly away from her. "Forgive me," he ground out through his teeth. "I did not mean to."

She looked at him, silent. Finally, she spoke. "It is late, Oakenshield, and I am sure you will want to leave early. As such, you should sleep."

"Do you not need sleep?"

She laughed again. It sounded a bit like the barking of dogs. "Not as much as you. I-"

She was cut off by the door opening and closing again,. and a cheery voice saying, "Lupa, my dear! I do believe that I need to speak with. I am terribly sorry, Thorin, but your conversation will have to wait. I do hope you will excuse us!" It was, of course, Gandalf.

Thorin scowled, trying not to show how glad he was that he no longer had to converse with the Wolf Savage, as he had taken to calling her in his mind. Quickly he stepped inside, leaving the two alone.

"Well, my dear Lupa? What did you think of him?" Gandalf was rather cheerful sounding, for all he noted Lupa's unease.

"His line is cursed, Gandalf. You say one of his family fell to… it is Dragon-sickness? I fear it is the same for him."

Now Gandalf sighed. "Aye, that it is, my dear. I had hoped that it had passed him, but it has not. But that is one of the reasons I asked you to come on this little journey. I was hoping you might be able to help him."

A patch of troubled water appeared between her black eyebrows, along with squinted eyes. "While I am able to see more clearly than most, Gandalf, I do not think it would be enough to drag him from the depths of his own twisted mind. But-" she cut off, a sudden gleam in her eyes. "Do you hear that, Stormcrow? Pack-song! There are wolves here!" She was practically quivering in excitement. "You do not need me till tomorrow, surely I can go join them?!"

Gandalf chuckled. "Of course you may, Lupa. I know how much you have missed your pack. Go, have a bit of fun before we leave!" He saw a gleam enter her eyes before she threw back her head and howled at the moon, calling out to her friends, before racing off towards them.

Gandalf smiled. He had chosen well, of that he was sure.

* * *

 **Chapter 3, guys! And I think that we'll actually go somewhere next time!**

 **Anyway, for those who were curious, Acquilina is the feminine form of eagle in Latin, and Adolfa is the feminine form of Noble Wolf in German.**

 **Thanks to all those who Followed and/or Favourited; it is much appreciated! :)**

 **Also, feel free to leave some constructive criticisms in the comments; I'm sure I can't have gotten** _ **all**_ **the typos out.**

 **Twillin out, guys!**


	4. Thorin is downright mad

**Mine, this is not. Only Lupa and her people belong to me.**

* * *

The next morning dawned bright and clear, to the sight of Lupa half hanging out of the tree in front of Bilbo's house, seemingly sound asleep. After a night of hunting with the wolves, her clothes were slightly blood spattered with a fine layer of dirt. She had a contented smile on her face that was somewhat intimidating due to her teeth: not just filed to points, but also covered in blood. She had had _so_ much fun that night.

Thorin was not so happy. Fili and Kili had hidden his sword, the hobbit was not awake yet, and the Wolf Savage was apparently missing. At least, no one but Gandalf had seen her last night. This was particularly annoying as he wanted to be going as soon as possible, and Gandalf refused to leave without Lupa, although he did seem to have some idea of where she was.

After a half-hour breakfast and cleanup everybody headed outside. There, lo and behold, was Lupa, half in the tree, sleeping. Thorin turned positively purple.

"We were looking for her, and none of you though to look outside?!" he yelled. In the tree Lupa started to stir.

"Er… Gandalf did, Thorin." That was a quiet mumble from Kili, finding that his boots were very interesting things to look at. Thorin growled.

"Fine! Somebody wake her up, and half of you stay here. The rest of us will go get the ponies."

Then Gandalf showed up, having 'gone for a walk', or so he had said. He was leading a string of ponies followed by a brown horse. "No need of that, Thorin!" he called, with a twinkle in his eye. "I have already collected the horse and ponies!"

Huffing, Thorin walked over to the tree and shook Lupa's arm to try to wake her, ignoring Gandalf's warning to not do that. He was not expecting Lupa to drop out of the tree, land on her hands, kick his feet out from under him and proceed to sit on him, a knife that had previously been hidden now pressed to his throat. It was after all this that she woke fully, cerulean eyes opening and looking confused, all the while never slackening her grip. All the Dwarves were too shocked to move, save Dwalin. Rather mad that this woman had dared to attack his leader, he charged at her, slamming her back into the tree, twisting her arms behind her and grabbing her throat. He then fell down with help from Lupa by means of putting her foot to his groin. Released from his grip, she scuttled up the tree until she was out of the Dwarves' reach.

Gandalf laughed at the spectacle: Thorin laying on his back in the dirt and Dwalin curled on his side groaning. Walking over to the tree he looked up into the branches, seeing Lupa hanging on, looking at him.

"Was that necessary, my dear?" She was still blinking sleep out of her eyes, but clearly had some idea of what was going on.

"He attacked me. And Dwalin was going to choke me." Gandalf stifled another laugh.

"Thorin was trying to wake you up and you attacked him. Then Dwalin attacked you for attacking Thorin. I believe you can come down now." He saw her look at the other dwarves, clearly assessing if they would be threats if she came down. It appeared that they wouldn't, as she quickly dropped down to crouch by Gandalf.

"I suppose we should be going," she said to him. He nodded, helping Thorin and Dwalin up.

Thorin was mad. He had been attacked by that savage and Gandalf had merely laughed, even though she had almost killed Thorin. Then she had reduced his best fighter to a moaning heap. Though, really, he supposed she deserved some respect for that, being able to fight while practically asleep.

Finally, they were leaving, having left a note for Bilbo. Thorin had tried to get Lupa to ride a pony, with no success.

"I don't like horses," she muttered. "And they don't like me. It's… I think you say mutual. Besides, I can keep up perfectly well."

Thorin scowled, not used to people disobeying his wishes. "The point, _woman,_ is not whether or not you can keep up, but that you may be fresh if we are attacked."

Lupa growled, baring her pointed teeth. "Be that as it may be, _whelp,_ I will not ride. I have too much respect for horses to sit on top of them."

Thorin was going to reply with a heated comment when Gandalf stepped between them. "She will be quite fine to walk, Thorin. If you strap her to a pony, which I would very much like to see you try, you would have to deal with her threats and curses until you let her off, and I do not believe that she would be coming back."

After a minute of glaring at Gandalf, which was returned with a calm stare, Thorin muttered, "fine."

Lupa grinned.

* * *

 **And that is that!**

 **So, I was looking on The Encyclopedia of Arda, and I found out that there is actually a group called Wild Elves. As such, mine are now the Sizaan Elves.**

 **Thanks to all the people who have followed and/or favourited!**

 **We will actually leave the Shire next time. Yay!**

 **Any constructive criticism is appreciated!**

 **Twillin out!**


	5. The Barrow Downs

**I'm sure you know the drill. Mine this is not, blah blah blah.**

* * *

At 10:50, the dwarves were starting to feel slightly worried that their new Burglar was not going to show up. They were debating whether or not to pick up the pace and leave the Shire quickly, or stay slow in the hopes that Bilbo would be able to catch up to them. Thorin, Dwalin, and Gloin wanted to leave the Shire; Oin, Fili, Kili, and Gandalf were for staying. The rest of the dwarves were undecided, and Lupa didn't really seem to care one way or another. Dwalin was pointing out that if the hobbit didn't come, they would have an extra poney; either to keep as an extra, or to eat if they needed to. As it was, they held a slow, meandering pace.

Several of the dwarves found some amusement in watching Lupa. One minute, she would be walking close by the company; the next, she would be haring off into the forest they were surrounded by. When she did walk with them, she tended to stay close to Gandalf, sometimes talking in low tones, mostly just being silent.

It visibly annoyed Thorin that this woman was so wild. His face gradually getting redder and redder, and he was clearly fuming. It got worse when Gandalf and the rest of the dwarves started taking bets on whether or not the Hobbit would show up. The next time she went bounding away, he looked ready to explode.

At three minutes to 11:00, she came racing back, grinning. Thorin noted that she could run quite fast. He was mulling over the idea that it was because she had been raised by wild animals when she made her announcement.

"Bilbo's coming!" she cried gleefully. Gandalf's face grew to have a wide smile on it.

"Just like I told you," he exclaimed. It was made even clearer when Bilbo came racing around the bend in the road, huffing and out of breath.

"I signed it!" he cried, grinning and waving the contract in the air. "I signed it! I'm going to go on an adventure!" Still grinning, he handed the contract to Balin, who pulled out a pair of eyeglasses to take a look at it.

"Ach, well, it all seems to be in order… welcome to the Company of Thorin Oakenshield, lad!" Several of the dwarves gave a small cheer at this. Thorin just looked annoyed that Bilbo had indeed shown up.

"Get him a pony," he ordered Fili and Kili.

"Ah, no, I… think I'll be just fine walking!" protested Bilbo. "I've done my fair share of walking, I'll be quite able to keep up!-" He didn't notice Fili and Kili riding up behind him until they grabbed him by the elbows and lifted him up onto the back of the spare pony, where he commenced sneezing. "Gandalf," he wailed, "we must turn back!"

"Why ever so?" Gandalf asked him, turning to face him as much as the saddle allowed.

"I'm having a reaction, and I seem to have left all of my handkerchiefs at home!"

Lupa, who had been listening up till this point, tuned the conversation out. On the outside, her face was calm, not showing all that much emotion. On the inside, she was laughing hysterically. When she was growing up, she hadn't even known that something like a handkerchief existed. Even now, she still didn't bother with them. They were just pretty pieces of cloth that served no real purpose; there were always other ways to blow your nose or wipe your face.

* * *

The rest of the day passed without incident. Even with Bilbo now with the company, they still had to keep to a slow pace to allow for him to get used to riding a pony, as he had never done it but as a young child. Even then, it had merely been led around while he sat on its back, gleefully crowing to the world that he was on a big huge horse. Now he clung on for dear life, wiping his running nose and eyes as best he could on the chunk of dirty cloth Bofur had given him. Oh, the indignity!

Lupa had found some interesting mushrooms in the woods. They looked distinctly poisonous, with black stalks and red caps with black and yellow spots on them. In her experience, anything that brightly colored was deadly. Of course, there had been that one lizard… that one had tasted good, once she finally caught it, and her eyesight had only been blurry afterwards for a few hours. All in all, very worth it.

She did, however, leave these mushrooms alone. No point in getting sick and dying at this point in time.

* * *

That night, they made camp close to the edge of the Shire. Between it being a large land and the slow pace, they had not gotten far out of it, even with the fairly early start they had had. The Barrow Downs were visible from where they were, a mere few minutes walk from the camp. Lupa was willing to bet nearly all she owned that those dratted brothers would go exploring them that night. Be that as it were, she was _not_ going in to rescue them until morning. They'd be fine 'till then anyway, and she wanted some sleep tonight. Much fun as last night had been, she was tired now, after walking all that way with barely any sleep from the previous night.

It seemed that Bombur was the main cook in the group; it was no wonder, considering how large he was. Personally, she had never bothered that much with cooking food first. Of course, when she was growing up, all she had used fire for was singeing off excess hair from her head, as she had not had any knives or sharp things. It had gotten long and annoying, and so she had been happy anytime she came across a small fire with plenty of loose dirt nearby.

Lupa decided to go hunting, so that the dwarves had some meat to add to the stew, as none of them felt like going out themselves. Lazy, the lot of them.

Half an hour she came back with four rabbits: three for the stew and one for herself. She had always adored the taste of rabbit.

She moved away from the main group to eat it. No one ever seem to like the sound and sight of someone else eating raw meat; it had never bothered her, thankfully. Otherwise she would have starved to death.

When she was done, she took a look at the trees that surrounded the camp. Few of them were fit for climbing; even fewer were fit for sleeping in. But there was a lovely old maple. Its thoughts had grown slow in its long life, and it gave but a quiet, murmured answer when she asked if it would allow her to rest in its branches. It was a sturdy old tree, so she would not be waking up as she fell to the ground; this was excellent. She had never liked doing that.

* * *

Sure enough, she did not wake by falling out of the tree. she was, however, woken by the commotion that was happening underneath it. Climbing down, she became aware of what was happening.

"How could you not notice that they were missing?!" Thorin was yelling at Bifur. "You had the last watch, how could you not have seen?!" Bifur was looking a bit ashamed. Lupa noted with a scowl that it was still dark yet, likely several hours before sunrise. Clearly, she needed to step in.

Walking up behind them as silently as she could, she tapped Oin on the shoulder, making him jump.

"Ye startled me, lass!" he exclaimed after he had gotten over the shock. She allowed herself a small smile.

"What has happened?" she asked him. From what she could see, two of the dwarves were missing…

"Ach, it would seem that Fili and Kili have snuck off somewhere, with no telling where they are. Thorin's in a right huff because of it-" she cut him off with a growl.

"Dratted no good fools! Tell Thorin I'll find them. The idiots! I thought they would have at least _some_ self restraint!" Turning away from the mildly confused dwarf, she trotted over to Gandalf, who was watching the proceedings with an amused smile. As she passed, she muttered, "I'm going to get them back. don't bother coming in after me." He nodded, smile growing a touch wider.

* * *

The dwarves watched as her thin figure disappeared into the Downs. After half an hour passed, they were planning on going in after her until Gandalf stopped them. One more half hour later, and more figures appeared, just as the Sun was starting to near the edge of the horizon.

They were wraith-like figures, bearing a litter with the forms of two dwarves and one woman on it, all dressed in white. The other dwarves watched as the woman rose up and kicked one of the wraiths in the face, making it attack her. Tearing off the white dress she had been put in, she drew her two knives, cutting away at the other wraiths until they disappeared. Across the Downs they could hear Lupa's feral screams and the angry, dying cries of the wraiths. Once they were disposed of, she grabbed the two dwarves that had caused the trouble and dragged them back to the camp.

Between her scowl and the dust on her and her clothes, she made quite the sight. Walking up to Thorin, she dumped Fili and Kili at his feet, saying, "if I have to do this again, I shall be most displeased. Now, since we're all awake, why don't we leave right now?!"

* * *

 **Yeah, Lupa's a little cranky right now. She was** _ **really**_ **hoping that she wouldn't have to go in and save Fili and Kili. But, she did. XD**

 **To Live4Dancing and those of a similar mindset: sadly, I cannot guarantee longer chapters. I find it works best to just end them where it feels right, so the length of chapters will tend to fluctuate. However; I will try my best to make them longer! (** _ **Please**_ **say this is long enough! I'm begging you! It's like, 12:30 right now! (When I am writing this) This took me** _ **3 dratted hours straight.**_ **just… please?) Yeah, just ignore that ;)**

 **Is it just me, or did it get kind of awkward and rushed at the end? Please let me know if you feel the same way, and This One will try to fix it.**

 **Twillin out!**


	6. Back story

**Mine this is not. This One only owns Lupa and the Sizaan Elves.**

* * *

They traveled faster that day. Not because Bilbo was more comfortable in the saddle, (he wasn't) but because Thorin wanted to. He had much despised the slow pace they had kept the day before, and wanted to make up for it. Bilbo, of course, thought this a terrible thing, for his bottom was sore from yesterday and he was bouncing around in his saddle. His pony, Myrtle, was also less than pleased, because her rider was surely going to be giving her saddle sores at this rate. And it was raining to boot.

At last for now it was a fairly gentle rain, soft and quiet. Lupa seemed to love it. She would carefully walk under trees with lots of leaves and shake them in such a way that in one hour of gentle rain, she was soaked through. It rather mystified the dwarves, who were rather annoyed with being wet. By now, not even her gelled mohawk could stand up to the wet, and had fallen over, all the gel washed out.

"So, Miss Lupa, tell us about yourself!" that was a call from Nori, clearly curious. Lupa looked at him, than to Gandalf, who gave an ever so slight nod of the head.

"How so, Master Dwarf?" she called back to him, slowing down to walk beside him now.

"Why're you called Lupa?" Kili piped up. A vague expression settled on Lupa's face.

"Ack. That is the one Gandalf calls me, yes? It is the name he was given to call me when we first met. As for why… geh, you were told I was raised by wolves?" Many of the Dwarves shook their heads no. She looked surprised. "None of you guessed? Well, I was."

"How were we supposed to guess that, Miss Lupa?" Nori.

"Isn't it obvious? We can always te- ah, forgive me. I… forgot? That you are not my… kind."

"Yes yes, what _are_ your kind?" Fili really wanted to know.

"We are the Sizaan Elves. You have heard of us?" There were affirmatives from most of the Dwarves. "Well, as children, we are left away from others. Perhaps in a forest, on a mountain, in a meadow, on a plain, by a river. It happens as soon as we are able to survive without mother's' milk, that we may have some chance. If we are meant to live, we are taken in by animals. I was chosen by the wolves, although the crows certainly wanted me. That was… quite… the battle. I still have scars…" a hand brushed her left arm, tracing a sizable scar in pale relief from the rest of her brown skin.

"What are some of the other animals that will do this?" Bofur, not quite sure if he was going to believe this.

"Ih, well, crows, wolves, clearly. But also eagles, bears, ravens, owls, horses, platypuses… Those, and others I cannot remember."

"Aye, I'd want to be taken in by the bears!" Dwalin, who had been listening in spite of himself. Lupa shuddered.

"Ah… yes. I am… sure."

"What was it like, being raised by wolves?" questioned Bifur.

Lupa shrugged. "It was like… being raised by wolves? I do not know how you were brought up; I cannot compare the two ways. But it was… harsh. Unforgiving. You did what you could to survive, obeyed the pack leader and those of higher rank, or you were punished. The Alpha bit one of my fingers off when I deliberately disobeyed him and put the pack in danger- that part was accidental, but well…" she trailed off, now looking at her left ring finger, smiling absentmindedly. Several of the Dwarves looked rather incredulous.

"He bit your finger off?!" exclaimed Dori, clearly appalled. She nodded, not understanding his horror.

Nori, trying to steer them off the topic, ventured another question. "Forgive me, Miss, but if you were raised by wolves, how, er, is it that you're so civilized?" She laughed at his query.

"Well, when they leave a child out, they will watch, see if it is… adopted, I think you say? Cursed language! Anyway, they will watch. If the child is taken in, they will take note of it. In another seven years, they will search for them. If they are found, they will be taken in, taught how to live in a more… Elvish? manner, taught the language, how to eat, dress, all that. Like I said, they will do that after seven years. We are generally about twelve, by that time. Well, my pack had moved a long way from their original hunting grounds, even with the normal moving around they do. As it was, they did not find me until… what was it?..."

"Thirteen years later, my dear," came a helpful call from Gandalf.

"Ah, yes! Twelve years later than normal. They came across me in a patrol. I think I may have tried to kill one of them…" she frowned, trying to remember properly. "Yes, I think it might have been Fawna… she always did smell like deer. What?! They taste _good_!" she cried when some of the company members cast her disapproving looks. "Anyway," she continued, calming down a bit, "it was twelve years later than they _ought_ to have found me, so I was even worse than they normally are when first brought in. I almost mauled Wolfram, or tried to, so they brought the Alpha down on me. Well, I _had_ to obey him, and under him I learned Eken and all the other things I needed to know. Although, in retrospect, I think they might have been preparing to kill me if I wasn't able to learn… as it is, I still like wolves better."

"Eken?" Ori always wanted to learn more.

"Eken. Our language. A hard version of… Sindarin, I think you might say. It is much like flowing Elvish, but their are hard sounds mixed in. They are close enough that most times, we can understand each other… to a point, anyway. Perhaps not the best, but… it works." She ended it on a mutter.

"Lass, you say one of the wolves bit your finger off, but you still seem to have all of them." A confused remark from Dwalin. Lupa smiled, pointing to the red teardrop mark around her left eye.

"You see this? It is part of our initiation ceremony, when we officially become part of the tribe. We choose what we are going to do, what role we are going to take. This is the mark of Takki-Rinae, a mark of clear vision. Those who take this mark may have many jobs, such as patrol, judging disputes, hunting, things like that. Well, when we join and are given our mark, it is not unusual to be missing parts. Fingers, eyes, toes… we are given the choice, if we wish to have them back, or have them stay that way. I liked my finger. I chose to get it back. And the mark means I am neither fooled by illusions nor affected by them. And I can change the perception of myself in the eyes of others sometimes…" all of a sudden, she disappeared. Many of the dwarves jumped, making a startled exclamation. They could hear her laugh, a happy sound. "Very useful, and I am sure you can all agree!" she said, still invisible.

The dwarves were twisting around, trying to see where she was. Instead of becoming visible again, she walked back to Gandalf's horse, putting a hand on his arm to let him know she was there. He smiled, chuckling to himself. "You know, my dear," he murmured quietly so the Dwarves would not hear, "you could stop torturing them."

"But it's so much fun!" she protested. Gandalf merely raised an eyebrow at her. "Fine…" she muttered, popping back into view, startling the dwarves once again.

* * *

They continued on in silence for some time after that. Towards evening, the rain had stopped, and the dwarves were visibly cheerier. Eventually they came across a seemingly abandoned farm house. Lupa seemed to be sniffing the air. Suddenly she stiffened and her eyes widened. "Oh, _curses,_ " she muttered, before taking off into the surrounding woods.

* * *

 **And that is** _ **that,**_ **peoples!**

 **You know, I am getting absolutely** _ **sick**_ **of typing the word 'dwarves'. And I just did it. Again. ARRRRGGGG!**

 **Okay, so, yeah. We got to learn a bit more about the Sizaan Elves. Yay! And, we learn more about Lupa specifically. I think that's a good thing. Isn't it?**

 **Next stop: trolls, orcs, and Rivendell! Hopefully.**

 **Twillin out!**


	7. And there was wroth all around

**I do not own this; I only own Lupa and the Sizaan Elves.**

* * *

It was getting to be late evening, so the dwarves set up camp by the abandoned barn house on Thorin's orders, despite Gandalf's warnings that they should move on. He told them that a farmer and his family had been living there not too long ago. Judging by the state of disrepair the house was in, they had not left willingly.

Lupa, of course, was nowhere to be found. When Bilbo asked Gandalf about it, he had advised the hobbit not to worry about her. Bilbo had been somewhat disgruntled, as that was not the answer to the question he had asked. He considered asking again, but Gandalf had wondered off to talk with Thorin.

"Are you sure it would not be wiser to move on and make for the Hidden Valley?" Gandalf questioned Thorin. "If there is something in the area that frightened Lupa, I do not think it would be wise to stay for long."

Thorin was still refusing to listen. "I refuse to seek help from e _lves,_ Gandalf. Where was the fabled Elven help when a dragon attacked Erebor, when Orcs took over Moria, when many of my kin lay dying on the field?!"

"Lupa is an elf. She would gladly help you."

"A woman raised by _wolves,_ Gandalf? I do not care what weapons she carries; she is still a woman. A woman should stay at home and allow herself to be protected, Gandalf, not running off by herself!"

Gandalf was well and truly fed up now. Turning away from Thorin, he stormed off into the forest. Bilbo, still concerned about Lupa and not particularly wanting another member of the current company missing, called after him.

"Gandalf? Where are you going?"

He heard an answer from the retreating figure. "To a place where I may _think,_ Master Baggins, _without_ the foolery of dwarves getting in the way!" then Gandalf disappeared entirely, leaving an angry Thorin, a miffed Bilbo, and a confused everyone else.

* * *

Meanwhile, Lupa was following the scent of troll. She thought it might be mountain troll, but she had only heard of those ones; her experience was limited to normal trolls, if there was such a thing. But these ones were bigger than the ones she had faced, judging by both their smell and the tracks they left behind. They had hit the farmhouse, from the looks of it, and taken the family. If she focused, she could make out about something like four different smells: the farmer himself, a wife, and two children, both boys. Come to think of it, all the trolls were male too, and likely three of them. She would have to hope that Gandalf had steered the rest of the company away from camping at that spot, ideal as it might be.

These trolls had come a long way. There were many scents mixed into their own, scents that, going by what she had smelled earlier, had no business being on anything that would normally live nearby. If only her nose was better, more like an actual wolf's! Ah well. At least she _could_ smell, unlike many of those who had been taken in by various kinds of birds. But enough of that.

Finally she heard them. She ought to have heard them earlier, but these ones were actually being moderately quiet. She wouldn't have thought it possible. At least she had found their camp. Now she could go warn Gandalf and the dwarves to make sure no matter what that they stayed out of the area. But wait… oh, curse it all! that was the dratted hobbit, wasn't it!?

* * *

Bilbo was silently fuming as he crept towards the trolls. Hoot like both a barn owl _and_ a brown owl?! He didn't know how to hoot like either of those! And, of course, as soon as he turned around, those two were gone! Confusicate and confound them all!

* * *

Gandalf had been quietly stewing in the bushes for some time now. He had been pacing, contemplating the pigheadedness of dwarves in general and Thorin in particular. On well. He like ought to go back to them and make sure nothing was happening; even with Thorin there, he didn't trust them to not make a huge mess. And, judging by the farmhouse, there were trolls in the area. He hoped Lupa was alright. Of course, that was _before_ she dropped out of the tree tops and landed right in front of him, startling him a bit.

"Lupa!" he exclaimed. "Are you alright?" She snorted, a scowl on her face.

"I'm fine. Those idiots likely aren't, though. Bilbo found the trolls' camp, and the rest are likely to follow, if this is anything like the Barrow Downs." Gandalf had told her how he had had to stop the other Dwarves from following her in.

He sighed. "Well, I suppose we should go back to them, then." He motioned for her to lead the way back.

* * *

When they got to the troll camp, all the dwarves had been captured and tied up, and several of them were tied to a spit so as to be roasted over the fire. Gandalf and Lupa were crouched in the bushes, watching the proceedings. Gandalf made a move to get up so as to help the Dwarves and Hobbit, but Lupa grabbed him by the arm.

"Wait!" she growled at him, a glint in her eyes. "I want to see what they do! Maybe they can even get out by themselves!" Gandalf settled down, although he stayed ready to run out and take care of the trolls.

Only Bilbo had the sense to play for time. He claimed that all the dwarves were infested by parasites. It was a fairly good idea, Lupa supposed, but at this rate the trolls would be long gone by dawn, and take all the Dwarves with them. Muttering to herself in her head, she crept around to the other side, then into the forest. The trolls were startled by the sudden howl of a wolf.

"Eh, wot's that?" asked Bert, seemingly the cook. "Hey, William, you should go check that out. Sounds like a wolf."

Tom said, "Ah sure could fancy a bit of wolf, should add a good spot 'o flavor to the soup."

"You go check it out then, Tom! I don' want to!" said William. The wolf howl sounded again, making the dwarves shiver.

"Well, neither do I! Bert, you go get it!"

"I'M the one cookin' the soup, you idiot!"

"Fine! We'll just leave it. It's almost dawn anyway, let's just cook this Dwarves and be done with it!" Gandalf could swear he heard an annoyed huff in his head.

Suddenly a blur lept from the trees, jumped onto Tom's back, and stabbed him with a knife before jumping back to the safety of the trees. Tom clapped a hand to the afflicted spot and yelped. "Ow, Bert, wha'ed you go and do that for?!"

"I didn' do anything, you big fool! Prob'ly just got bit by a bug!" The blur, almost certainly Lupa, now did the same to Bert.

"Ouch! Tom, I said I didn' do anything! You didn' have to pinch me!" Gandalf saw dawn creeping along the horizon. Slowly he started creeping along to a large rock that stood at the edge of the clearing, blocking the light from shining through.

The blur attacked William now. "Hey, who just did that?!"

"I didn' do it," Bert said slowly, as if piecing bits together in his mind.

"I sure didn' do it, neither," agreed Tom.

"If neither of you, didn' then who did?!" raged William. "I bet it was both of yez!"

By this point, Bert had had enough. "Enough, the both of yez! It's nearly dawn! Let's jus' grab these Dwarves and get back to the cave!" He reached over to pick several of them up.

It was then that Gandalf appeared on the rock, robes flying around him. Lupa sighed from where she was watching; the Stormcrow always did like drama.

"Oi, who's that?" asked Tom.

"Can we eat him?" William wondered.

"May the Dawn take you!" Gandalf shouted. He raised his staff and brought in down on the rock he was standing on, splitting it in two, letting light shine through the cloven halves, illuminating the trolls. They shrieked in pain and rage, and started to writhe around. Slowly their movements ceased, leaving behind only lumps of stone.

Lupa, a bit skeptical of them being dead, crept over to one and slapped it. Besides her suddenly cradling her hand, nothing happened. Convinced of their demise, she stood and trotted over to the dwarves lying tied up on the ground, pulling out a knife as she went. She was muttering curses under her breath, getting louder as she got closer. "IDIOT dwarves, don't they know better than to mess with trolls?! Trin'gah rot their flesh and break their bones! Do they know NOTHING? Obviously! May Gwinu peck the eyes from their skulls!" Now she was slashing away at the ropes holding the dwarves, freeing them one by one. "By Kilopi, may their hair grow blue and fall from their heads!"

* * *

Once all the dwarves were free, Lupa went back to the campsite with several of the other dwarves to help carry what was left of their supplies back and to lead the ponies over. She was still muttering. Meanwhile, Thorin had walked over to talk to Gandalf. He was scowling.

"Where did you go, if I may ask so bluntly?" he ground out.

"To look ahead," was Gandalf's reply.

"And what brought you back?"

"Looking back," was Gandalf's offhand answer. He was examining the troll statues. "These trolls must have come down from the Ettenmoors." He looked uneasy.

"Surely they must have a cave nearby, if they were from so far away," Thorin mused.

It was just at that moment that Lupa and the rest of the company appeared again. Lupa nodded.

"Ja. That way." She pointed away from them, a grimace on her face.

"How do you know?!" Thorin demanded of her, suspicious. She grimaced.

"I can cursed _smell_ it, whelp."

* * *

They went quickly to the cave, following Lupa's lead. Kili, curious about her strong sense of smell, asked her about it. She snorted.

"Please, you think I would have survived thirteen years of living with wolves, let alone one month, if I didn't have senses like them? It's an… ancient… magic tied to us as a people, that grants us much of the senses of the animals that… adopted us. Those raised by birds? They have next to no sense of smell. How I envy them," she muttered as they came across the cave. It stank, even to the Dwarves' noses. Bilbo could only imagine what it was like for her. Oddly enough, she didn't seem too affected by it, only as much as they were. She saw him looking at her and guessed his thoughts.

"What? I've found worse things. There was a pool that had gone bad, and for some reason the deer couldn't smell it. They must have died pretty quick after drinking it; their carcasses had fallen in the water and rotted, and reeked when I found them." She didn't seem to notice Bilbo's rather nauseated look.

* * *

The dwarves seemed to have find a rather nice haul. Gandalf and Thorin had new swords, and Gandalf had found a dagger that worked as a sword for Bilbo. Lupa had gone in, but not seen anything of interest.

They were preparing to leave when a rustling started in the bush. All of them, save the Hobbit, drew whatever weapons they carried with them and held them ready. Suddenly, words could be made out from whatever the thing doing the rustling was shouting.

"Thieves! Fire! Murder!"

* * *

 **I swear this chapter hates me. The first way it told me to write it, Lupa was captured by the trolls and got several ribs cracked. Then the story was all like, "no, I don't want it to go that way. Do it this way!" Hence, you got this. But it's all mutual, because I in turn hate this chapter. May it rot in Mordor.**

 **Look, I know it's not the best. I will try to go in later and make it better.**

 **You may have noticed in the first chapter that Lupa had a bow; she doesn't anymore, because I changed it. I thought it would just make her way over powered, what with the skills she already has. XP**

 **Hopefully next time, we can make it to Rivendell.**

 **Thanks to all those who have followed and/or favorited!**

 **Twillin out!**


	8. Don't eat the rabbits

**Mine this is not. I own Lupa and the Sizaan Elves. That's it.**

 **Also, "** _ **if it's written like this it means someone is speaking in Elvish."**_

* * *

Lupa seemed to instantly recognize the voice, for in the matter of a few seconds she was suddenly up in a tree, cowering in the branches. Bibo fancied that he had seen a look of terror cross her face before she climbed the tree. This worried him, for anything that Lupa was afraid of, he was willing to bet would be even worse for him. That was when a large sledge pulled by rabbits burst from the trees.

"Radagast! Radagast the Brown," Gandalf exclaimed in recognition. "It's been a long time, my friend! Where have you been?"

"I've been looking for you, Gandalf! Something is wrong, something is terribly wrong!" cried Radagast.

"Yes? What is it?" asked Gandalf, a look of concern crossing his face.

"Oh, it's horrible, Gandalf- wait, is Wolf Girl here?" Radagast paused, looking around. Not seeing the woman, he turned and looked to the trees, were he saw Lupa in the branches. Looking at the tree in question, he said, "please drop her for me. I need to talk to her." The tree complied, pulling its branches out from under Lupa, even as she wailed and clung to the tree.

"I _**said**_ I was sorry! They smelled good, and I was hungry! I'm _**SORRY**_!" She cried as she fell, landing with a thud. Her hair, still limp and ungelled, flopped over sadly into her eyes. As soon as she was on her feet, she made a scramble to get behind Gandalf, but wasn't fast enough to avoid Radagast's staff as he whacked her on the head.

" _That's_ for trying to eat my rabbits!"

"OUCH! I'm _sorry!_ I thought you were over this! I didn't _know_ they were magic!" Lupa finally got behind Gandalf and put him between Radagast and herself, while the dwarves now eyed the large rabbits with suspicion. The rabbits in question appeared to be glaring in the general direction of Lupa, and seemed rather menacing.

"Er, what was it you were saying?" asked Gandalf, now trying to get Radagast's attention off of Lupa.

"What? Oh, ah, yes! Yes, something horrible is happening, Gandalf!" Quickly he drew Gandalf away from the others, while Lupa stayed with the Dwarves. Some of them looked at her in disbelief.

"You tried to eat his rabbits?" Dwalin asked in confusion.

"Like I said, they smelled good!" Lupa defended herself. "And there's practically nothing to eat in that forest, even as one who grew up in one, and that was a hundred years ago!" Now the Dwarves looked at her strangely.

"A hundred years ago?" mused Fili. "Just how old are you?" She glared at him, a quick mood change from her earlier fear.

"None of your concern, whelp." Gandalf and Radagast had finished talking and were now walking back to the group. Suddenly a strange, garbled howl split the air.

"Wolf? Was that a wolf?" Bilbo started shivering.

"No. That was no wolf," mused Lupa. "That was something else, although it still speaks the same tongue." She glanced around the clearing with sharp eyes. "There!" she shouted, just as a Warg jumped at them from behind a large boulder. Kili, ready due to her warning, was able to shoot it with his bow, even as another leapt at them from behind and tackled Thorin, pinning him to the ground. It was not expecting Lupa to jump onto its back, wrap an arm around its throat and stab it in the neck with her knife. Sadly, it only served to slow the Warg down a bit. Dwalin took care of it by stabbing it in the belly.

"Warg scouts!" hissed Thorin as he was pulled out from under the dead Warg. "Which means an Orc pack is not far behind!" Gandalf heard this, rounding on Thorin.

"Who did you tell about this quest, besides your kin?!" he demanded.

"No one!" answered Thorin angrily.

"Who did you tell?!" Gandalf shouted, clearly not believing him.

"No one, I swear!" yelled Thorin, just as loud. "What is the meaning of this?!"

Gandalf sighed, and said, "you are being hunted."

"We have to get out of here," groaned Nori.

"We can't!" cried Ori from behind them. "The ponies have fled!"

Radagast seemed to be mulling something over. Finally he said, "I'll lure them off."

"Those are Gundabad Orcs!" Gandalf tried to reason with him. "They will outrun you!"

Radagast grinned and pointed at his rabbits. "These Rhosgobel Rabbits! I would like to see them try!" With that he took off.

Lupa turned to look at Bilbo, assessing, sighing, muttering, "here, get on my back," as she bent over. When he made no move to, she glared and said, loudly, " _now,_ Bilbo, unless you want me to leave you for the orcs!" Gulping, he climbed on piggy-back style.

* * *

From there Gandalf led them from hiding spot to hiding spot as Radagast merrily led the Orcs in a wild chase. Lupa kept up fairly easily, even though she was carrying the Hobbit. Suddenly one of the dwarves noticed that Radagast was leading the Orcs towards them. Quickly, Gandalf led them to a large rock that they all hid behind. Sadly, a warg with rider had scented them and was climbing on the rock searching for them: Lupa growled ever-so-quietly at it. Thorin, turning to see what she was looking at, made a motion to Kili, who, unslinging his bow, pulled an arrow from his quiver and shot at the Warg. It would have hit it perfectly and likely killed the monster, but it chose that moment to do a side-step; the arrow that had been meant for the throat flew instead to the chest where it lodged; painful and potentially fatal, but not instantly, and it caused the warg to topple down towards them shrieking, the rider following. They were quickly dispatched by Thorin and Dwalin, but the damage was done and now all of the orc pack knew where they were and were now running full tilt towards them.

Gandalf still led them onwards. Now, however, they were running as fast as they could after him, not bothering with trying to hide now that the wargs had their scent. They were just coming to a large rock when Gandalf abruptly disappeared.

"Where is Gandalf?!" Kili moaned.

"He has abandoned us," Thorin said quietly, head hanging. Then, louder, he said, "hold your ground." Lifting his head, he drew his sword.

Lupa carefully set Bilbo down, drawing her knives once her hands were free. Quietly she murmured to him, "stay close to the others, and keep your sword drawn. Be prepared to defend yourself. And be careful. The dwarves would all be sad if they lost you, even Thorin, much as he hides it. " He looked at her in confusion.

"What about you?"

She smiled ruefully. "The dwarves wouldn't care so much if they lost me. They actually need you; I'm just a small source of interest. You're their Burglar."

He was just about to voice a protest when she leapt into the fray that had already started, with a last, shouted, "stay close to the dwarves!" After that he lost sight of her.

He took her advice and kept close to Balin, who was laying about with his flat-edged mace that glinted like fire in the sunlight. Balin, seeing Bilbo, made sure to look out for him.

Finally Gandalf returned, poking his head from a hole in the ground, shouting, "this way, you fools!" The dwarves, either seeing or hearing him, quickly followed him to the hole. Even Lupa heard, and started towards him. The only one who didn't make a run for it was Kili.

"Kili! RUN!" Thorin shouted in fear. Kili paused to shoot down one last orc rider before turning and starting to run towards the hole. Lupa, just reaching him at that point, grabbed his wrist with one hand and pulled him along. They slid down down to the bottom of the cave just as the first warg reached the opening. Luckily, it was too large to fit in the small space.

Kili had landed on top of Lupa and was quickly getting up and off of her. Turning, he offered a hand to help her up. He was startled to see her with one hand held close to her chest in a protective manner and the other clutching her torso. Somehow she was able to throw herself out of the way when a large orc came tumbling down the hole with a broken arrow shaft in its neck.

"Are you alright?" he asked in concern, moving to help her. She waved him off.

"No. Don't worry about it. Go tell your uncle you're alright." She shoved him away, in the direction of Thorin. Kili didn't miss the hiss of pain she gave when she shoved him. Still, he went to reassure his uncle.

Dwalin came back from exploring the tunnel, saying, "I cannot see where the pathway leads; should we follow it or not?"

"Follow it, of course," said Bofur.

"I think that would be wise," said Gandalf in an undertone. Bilbo shot him a glance; there was something not quite right with that comment. Still, when the other dwarves started on the path, follow them he did. Gandalf paused a moment to help Lupa.

"What did you do to yourself this time?" he asked her quietly as he helped her up.

She glared at him. "I did nothing; it was entirely the orc's fault."

He chuckled at this, then stopped when she paused at the point where the path narrowed, with barely enough room to walk through facing forward. Just as quickly as she had stopped she started again, motioning Gandalf to go back to the front of the line.

* * *

When they finally exited the tunnel, it was to a most magnificent sight. there stood Rivendell in all its elven glory, white stone and wood shining in the sun.

"The Valley of Imladris," Gandalf announced. "Although, in the common tongue, it is known by a different name."

"Rivendell," Bilbo breathed in awe. Never before had he seen such a glorious sight. The dwarves just looked unhappy.

"So this is where you planned to bring us all along!" Thorin raged at Gandalf. "To seek refuge with our enemies!"

Gandalf sighed in exasperation. "You have no enemies here, Thorin. The only ill will you will find is your own." Thorin merely chose to glare at him, before continuing down the path; it was the only way to go.

As they walked through the Valley, they could hear elven voices on the breeze. Some sang, some talked, some only hummed. Bilbo noticed that Lupa seemed to visibly relax the closer they got to the buildings, though she still moved with an awkward gait.

Finally they came to a small greeting area, circular in shape. Some elves walking by paused for a moment to gaze down at the dwarves before continuing on their way. One elf with long robes and dark hair elegantly walked down a set of stairs to greet Gandalf.

" _Mithrandir._ " He spoke to Gandalf in Elvish. " _We had heard that you had passed into the Valley._ "

"Ah, Lindir!" Gandalf said happily in the Common tongue. "I must speak to Lord Elrond."

Now the elf joined him in Common. "My Lord Elrond is not here."

Gandalf now looked rather miffed. "Not here?" he asked. "Then where is he?" Lindir merely looked in the direction of a large walkway from which hoof beats could now be heard. A long line of horses came cantering down, led by the Lord Elrond himself. An elf riding beside him bore Lord Elrond's standard.

The horses came to the greeting area and started circling the dwarves.

"Ready weapons!" Thorin shouted, wary of these new elves who happened to be armed. "Close ranks!" On his order, the company gathered in an outward facing circle with Bilbo and Lupa in the center.

The horses eventually stopped circling and slowed, until at last they came to a full stop. Gandalf bowed to Lord Elrond.

" _My friend!_ " he said in Elvish. " _Where have you been?_ "

Elrond gave a mirthless smile. " _We have been hunting a pack of Orcs that came from the South. We slew a number near the Hidden Pass._ " He dismounted from his white stallion, walking over to hug Gandalf in greeting.

Bilbo was surprised to see that Lupa was shorter than this elf. She was taller than any of the Dwarves, and while she was shorter than Gandalf, he had put this down to _everyone_ being shorter than Gandalf. Here, though, Lupa seemed to be smaller than all the other elves. Odd, he thought.

Thorin stepped forward at that point, showing himself to the Elf Lord. Elrond nodded in recognition. "Welcome, Thorin, son of Thrain, son of Thror," he said to Thorin.

The Dwarf stiffened. "I do believe we have met," he said in an awkward manner.

"I knew Thror when he was King under the Mountain. You have his baring." Was the elf's simple reply.

"Indeed. He made no mention of you." Thorin knew well that this was an insult, and made sure to make it sound as such. Elrond payed it no heed.

" _Light the fires, bring forth the wine. We must feed our guests,_ " said Elrond to several of the serving elves.

The dwarves, not understanding Elvish, quickly became angry. "What does he say?!" Gloin demanded. "Does he offer us insult?!"

"No, Master Dwarf," Gandalf said wearily. "He offers you food and drink."

There was a hushed conversation between the dwarves. Eventually, Gloin looked to Gandalf and said, "oh, well, in that case: lead on!"

As Gandalf, Bilbo, and the Dwarves were led away by one of the Elves, Lupa stayed behind. Lord Elrond approached her. Noting her injuries, he said, "w _ell met again, Lupa. Tell me, what happened this time?_ "

She was breathing in sharp, shallow breaths. " _A bloody orc, that's what,_ " she replied. " _It kicked me in the ribs and brought its sword pommel down on my wrist._ "

" _And you were not watching for it?_ "

" _I was dealing with a different cursed orc and did not see until it was too late._ "

Lord Elrond sighed. " _You know where the Halls of Healing are. Go, I shall be there shortly to patch you up._ " She nodded, and started limping along, until one of the other elves stopped and helped her to get there.

* * *

 **Eighth chapter done, and we are in RIVENDELL! Yay!**

 **Giant fish monsters, this was a long chapter. Then again, it kinda wrote itself, so I blame it.**

 **Thanks to all those who have followed and/or favorited!**

 **Twillin out!**


	9. Tell me a story

**Mine this is not, la di da.**

* * *

Lupa spent the night in the healing wards on Elrond's command, however unhappy with it she was. As such, she missed the dwarves and their displeasure of there being no meat. She still knew about it, however, as Lord Elrond had told her about it. She had laughed, as much as her broken rib allowed, at the way he had done this specifically to needle the dwarves, for the elves in Rivendell did eat meat.

He had allowed her to leave that morning, but perhaps that was the wrong word. Rather, he had her leave before she did herself a worse injury in boredom. Now she walked in the gardens, seeking out a certain dwarf king.

* * *

She found him on a bench in a small garden filled with trees and lilac bushes. Walking up to him, she sat on the ground in front of the bench, looking in the same vague direction he was. He frowned, angling himself away from her.

He had seen her as she walked up, moving slightly stiffly; from her ribs, he guessed sullenly. Her hand and wrist were wrapped up and splinted. Her hair was back to its normal spikiness.

When he didn't say anything, she sighed, and said, "tell me a story, Oakenshield."

He glared at her. "I suspect that you have enough stories that I do not need to tell you one."

She smirked. "Tell me a story of dragons, Oakenshield."

He was practically snarling at her. "I do not wish to talk to you about dragons."

"Tell a story about elves then, Oakenshield." She was idly examining a leaf.

"I do not care for elves, woman."

She feigned indignation. "Woman? That is how you call me? I am hurt, Oakenshield. Tell me a story of Erebor."

"Would you kindly leave, that I may think in peace, _woman_?"

Now she leaned against the bench as much as she could. "Tell me a story of all of them together, Oakenshield." It was clear that she had no intention of leaving.

"Ask Gandalf," he ground out through gritted teeth.

"I don't want to ask Gandalf. I am asking you." She was grinning, though Thorin couldn't see it.

"Bother someone else." He was scowling and she could see it, as long as she twisted her neck enough.

"I'm bothering you. You saw the dragon, saw the elves. Tell me a story of it."

"A dragon attacked Erebor and the elves did nothing to help." It was choked out through his teeth.

"Tell me a story of what it was like before the dragon, Oakenshield." Her voice had little emotion besides general interest.

He sighed, finally acknowledging that she wasn't going to leave. "It was… beautiful," he whispered quietly, traveling to the land of memories. "It was full of light, and people, and jewels, and… color. Everything was wonderful. My grandfather, Thror, ruled well and justly. We were prosperous from our trade with Dale, and they were likewise rich from their trade with us. The few women we had wore jewels, and all wore fine clothing. None wanted for any necessity, and very few wanted for a luxury. But Thror, he became too greedy, wanted too much. Perhaps that's why the dragon came…" he trailed off into silence, lowering his head in sorrow.

"Tell me more, Oakenshield." Now there was no emotion in her voice.

"It was a normal day. All was well, and quiet. But we heard the thunderous flapping of wings, and there was a hot, dry wind. I was the first to realize what it was.

"Thrain and I tried to convince Thror to leave. We only just made it, but hundreds of others died. Men, Dwarves, Smaug did not care who they were. He merely wanted the gold. Erebor was lost."

"And what about the elves?" it was a quiet question, for Thorin now walked in memory.

"Elves? Hah! Thranduil came, and with him he brought an army. An _army_. I called to him, "help us!" but he just looked at me, and the Dwarves and Men fleeing for their lives, and did nothing. _Nothing_. He left us to our doom when he could have helped us. Metal melting onto skin, screaming, fire, death… he walked away from us and took his army with him."

Lupa was silent for a few minutes, noting tears running down Thorin's face into his beard. Finally she spoke. "I'll tell you a thing about elves, whelp. An elfling is a rare, celebrated thing for the elves of this land. I believe that there has not been one for at least two hundred years. Women are rare among your people? An elf child is rarer. The King did not wish to risk the lives of his people. And he has had his own experience with unwinnable battles. He lost his wife in one. I think he remembered her, and could not bring himself to bring that same fate down on his people, however willingly they would have followed him. Would you lead your own people to certain death, knowing that your numbers would be decimated in such a way that your people could never recover?"

"He should have helped us! We had an alliance!" he shouted, angry.

"You didn't answer my question, whelp."

"Of… of course I would!" it was said without conviction, quietly. Even Thorin knew he was lying.

Lupa saw this. "You cannot even lie to yourself, whelp. No, you would not have. No one could, or at least very few. There are those who know when to take that risk, but… they are few, and far between." Thorin sighed, a look of sorrow on his face. After a few minutes of silence, Lupa stood. "My sorrow for yours, Oakenshield."

"Do not tell me you can understand how I feel, woman!" it was said angrily, but with more vehemence than true fire.

She laughed, a bitter sound. "I will do no such thing, whelp. I have never experienced anything like that; to say I understood your pain would be a lie. Yes, I have seen, felt, death. I lived with wolves, mortal creatures. Others of my kind died, for one reason or another. Many times I came close to dying. But never did a dragon attack, killing many whom I held dear. No, I will not say I understand; rather, I will say that I feel sorrow that anyone should have to feel such pain and anger over such a thing. Perhaps you can understand that." The last part was said quietly, almost below Thorin's hearing.

He looked at her properly, perhaps for the first time. He was almost startled by what he saw: a woman who, while perhaps she had not felt the kind of suffering he had, still knew pain and sorrow.

He frowned. It had been a long time since he had last thought of elves as creatures with feelings and emotions. He suddenly felt the urge to ask a question. "Do- do your people reproduce so slowly?"

She turned to look at him. "No. If we did, we would be wiped out by now. Too many of us die, be it in the wild or in an accident. Still slower than the mortal races perhaps- but still faster than the elves here."

He was silent for a time, Lupa still watching him. Eventually she huffed and said, "I do not ask for friendship, Oakenshield. But I will ask your respect; I may be an elf, but I will not betray you, as you see it. Rather, I will help you as best I may. I may be a lone wolf right now, but even they will look to authority. You have earned my respect, pup. But I would wish to earn yours." She held out a hand to him, the one without a cracked wrist. Thorin looked at her for a moment, then at the hand that she kept extended. Finally he reached out and clasped it with his.

"Aye." He said quietly. "I think you have. And perhaps you have changed how I see things."

She smiled, showing pointed teeth. "That is all I ask, pup." Then she slipped her hand from his and walked away, calling over her shoulder, "if you want lunch, they ought to be serving it in the dining hall by now. Perhaps you will join us there." She disappeared from view among the plants and trees, leaving Thorin to his thoughts.

After a moment he got up, going in the same direction she had. She had given him much to think about and ponder. But for now, he would join her and the others for lunch.

* * *

 **Hello, peoples of Middle Earth! I'm back! 'Tis a miracle!**

 **I would have updated sooner, but the 5-year-old Toshiba that I was using died. Reanimation was possible and happened, but it died on me again today. Or, for those of you who don't really go for reanimation and such like that: it froze very solid, the battery was removed and it was able to start again. Then I opened up a new tab and it froze. Again. Fish sticks.**

 **I think it hates me.**

 **Anyhoodle, I have currently commandeered a new Asus. Now if I could only talk the actual owner into putting darling darling Steam on here... XD**

 **And guys, I promise that this is not going to turn into a Thorin X OC fic. Lupa promises too. She is really not interested in him in that sense. Trust me. And no Kili and/or Fili X OC either. They are like, way too young for her or something.**

 **Guys, I will try to have the next chapter up sooner. Really I will.**

 **Thanks to all those who have followed and/or favourited! And if anyone has some pointers as to how to make this better, please leave a review :)**

 **Twillin out, peoples!**


	10. Meetings

**Okay, so, basically, I don't own most of this. I only own Lupa and the Sizaan Elves, and at this rate I'm going to have to sign any and all ownership I have over this over to Lupa. She's the one doing the writing, peoples. I seem to just be the medium through which she tells the story. Gah.**

 **" _If it's like this, it be Sindarin._ "**

* * *

The next day held a meeting of the White Council. Lupa was not in attendance, even though Gandalf had wished her to be, for she had hidden in one of the gardens that was full of twists and turns and shadows. Not even Lord Elrond found her, although she suspected that either of them could have found her with relative ease, considering that it was Lord Elrond's lands and Gandalf had magic and an uncanny knowledge of where people were.

She was fairly happily roosting barefoot in the branches of one of the taller, sturdier trees. Birds were sitting in branches above, below, and to either side of her. Many of them were brightly colored songbirds, singing and showing their plumage to the world. Or, at least, anyone willing to take a look at them.

" _Oi! Lupa!_ " came a shout in Sindarin from below, startling the birds from the branches that they rested on. It also startled Lupa, who had, until that point, been sitting half asleep, basking in the sun that came through the leaves. Twisting around,she got into a position in which she could see two elven look-alikes staring up at her. Seeing them, she grimaced.

" _Dear,_ sweet _Elladan and Elrohir. What do you want?_ " her tone was rather dry.

The two elves below her wailed in mock hurt. " _Lupa! Can we not even say hello on friendly terms? And we thought that we all parted so companionably!_ "

Lupa glared down at them. " _As I recall, when we parted, you had just dumped a pail of_ fish guts _on my head. And I_ still _haven't found out where you got those. And yes, I_ did _ask at the kitchens. They_ assured _me that it had been awhile since there had last been a meal that involved fish. I_ also _asked Arwen, and she confirmed them._ "

One of them, Elrohir, shook his head sorrowfully. " _Ah, Lupa. We both had your best interests at heart! Elladan and I are sure it builds character!_ " he paused when he saw a dark gleam appear in her eye, as well as a rather speculative look.

Elladan also saw it appear. Hurriedly he went on to say, " _anyways, we came looking for you, because someone wants to talk to you. Quite a lot, really._ "

The speculative gleam changed to suspicion in a second. " _And who would that be?_ " A quick glance above her reassured her that no one was waiting to ambush her from above. Looks to the side and to the surrounding trees also comforted her in the sense that no one else was there.

Elladan pressed his hand to his heart in a theatrical manner, also putting a wounded look on his face. " _Have you no faith in us, dear Lupa?!_ " he cried.

She gave him a cold look. " _N_ _o._ "

He heaved a great sigh. " _Well, we promise you, charming Lupa, that this is a person who well and truly wants to talk with you, and wishes no harm whatsoever upon you._ " A wicked grin grew upon his face. " _Now, do you come down by yourself, or do we need to help you?_ "

She growled at both of them, for now they each sported a grin that promised mischief to whomever had the poor fortune to be caught up in their schemes. " _If either of you try to 'help' me down, then I swear by by the Nine Gods and fourteen Valar that I will personally make sure that neither of you will be out of the Healing Wards for a_ month _. And that is_ with _whatever your father can do for you._ "

Elrohir had the gall to laugh, calling up to her, " _truly your words are tempting, dear Lupa! But for now, come down on your own and we shall leave you in peace for the time being. She's waiting for you in the garden with all the roses! Fare thee well, sweet Lupa!_ " turning, both he and Elladan turned and walked away in perfect synchronization, Lupa growling at their retreating backs.

* * *

She was not entirely surprised to find the Lady Galadriel, sitting on an elegant bench in a corner of the garden. Upon seeing her, Lupa quickly swept into a bow, holding it as she listened to Galadriel rise from the seat and walk over to her. Like Lupa, she walked barefoot. Although, unlike Lupa, no dirt seemed to cling to her feet.

Lupa felt a gentle hand under her chin, carefully drawing her upright. " _Please, there is no need to bow,_ " was the soft rebuke. Galadriel's voice was beautiful, perhaps deeper than one may expect, but soft in such a way that all who were meant to hear it did.

Lupa glanced at Galadriel's face for a moment, before moving her eyes away, uncomfortable about looking such a powerful person in the face. " _Forgive me, Lady,_ " she murmured, looking at her feet.

Lady Galadriel laughed, a happy, mirthful sound that held a far-off echo of sadness that surprised Lupa. Turning, Galadriel walked back to the bench and sat, indicating the space beside her. " _Come sit by me, that we may talk easily,_ " she said, smiling up at Lupa.

Carefully Lupa sat, mindful of her ribs and keeping an eye on Galadriel the whole time.

" _You were not at the Council,_ " Galadriel noted. " _But Gandalf wished for you to be there. You hid from him._ " An amused smile lit her face.

" _There was no need for me to be there, Lady. I have not walked in this land for one hundred years; I know little of what changes may have happened in that time, and my tribe would have little to add._ " Still Lupa did not look Galadriel in the eye.

The Lady of Light fixed Lupa with a piercing gaze. " _And we have heard little of your people. Tell me, Garaveth, what news have the Lost Folk to share?_ "

Lupa gave Galadriel a quick glance and a slow smile. " _Few are those who remember that the word Sizaan means Lost in our tongue, and that we prefer to be known as the Lost Folk. For many, we are merely the Sizaan Elves, and it is left at that. And you know my Sindarin name… tell me, was it King Thranduil or Prince Legolas who told you?_ "

Galadriel laughed again. " _It was Prince Legolas, in one of his stories of what the two of you got up to. Was the dye truly necessary?_ "

Lupa now blushed slightly, remembering some of the things the two of them had done together. " _If it was the one about dyeing Lord Heledhon's dogs' fur green, it was Prince Legolas' idea._ " Suddenly her face darkened, her eyes hardening. " _You asked what news we have. The Far Seers have felt something dark, something dangerous that is rising here._ "

Lady Galadriel sighed, acknowledging what Lupa said as truth. Folding her hands on her lap, she seemed to withdraw, dimming the light that she glowed with. " _Then they see clearly. There is indeed an old evil rising, one we hoped had vanished from this world. We were mistaken._ " She cast a curious look at the smaller woman. " _You have the power to see the truth. Do you not feel it?_ "

" _My power grants the ability to see immediate truth, not something that will come in the future. For that, you want the Far Seers. I can… sense… something, as it were, but no more and no less than any other elf._ " Lupa brushed a hand over the eye with the tattoo.

They were both silent for a time, before the Lady Galadriel stood, motioning for Lupa to to remain sitting. " _It has been a pleasure talking with you, Lady Garaveth. I hope that we may meet again, someday. Farewell._ " She swept off before Lupa could point out that she was no lady; she was just the one Galadriel had been talking to.

* * *

She had stayed on the bench for awhile before deciding to wander off. Lady Galadriel had given her much to think about, and so Lupa mulled over the Lady's words as she wandered. Something rising… odd. She had a good idea of what that evil might be, and hoped that she was wrong. For if she was right, then all of Arda would fall, and not even her own people would be left untouched.

* * *

Gandalf and the dwarves left the next day. Lord Elrond had granted them mounts; ponies for Bilbo and the dwarves and a horse for Gandalf. Lupa was not leaving with them, as her ribs and wrist had yet to fully heal and Elrond refused to let her go before they did. As it was, he was keeping a close eye on her and had asked the Elven guard to also do so, that they may keep her from sneaking off to join the dwarves. Bilbo had been somewhat unhappy that she was not coming with them, but was somewhat raised in spirit when she reassured him that she would be joining them eventually. Right now she was talking with Thorin.

"You are sure you will be joining us?" he asked her. He was clearly displeased, although it was mostly over the fact that they were losing a fighting member of the company.

She laughed, though she was cut short by a lancing pain in her ribs. "Look, pup. I'm under orders from Gandalf to help you. And I have to obey him, because as far as the wolf in me is concerned, he's my Alpha. I'll catch up to you, but I'm not allowed to leave now."

He sighed, nodding his understanding. "Fine. Catch up when you can." Turning his pony away from her, he faced the other dwarves, calling out, "time to move out! Let's go!"

All the dwarves slowly fell into line behind Gandalf and Thorin, with Bilbo sitting somewhere in the middle of the group. Lupa watched as they moved up the path into the mountains, shaking her head. At this rate they were almost guaranteed to run into goblins. She hated goblins.

* * *

 **It's not that this chapter dislikes me. It isn't that I lost internet for a while. It IS that this chapter plain didn't want to be written. I wanted to write it. It was like, "no thanks, I'll just stay like this for a bit." Needless to say, it was not conducive to story writing. But, it finally agreed to be written; hence: you have this chapter.**

 **Translation: for those of you who are like me and have little to no understanding of Elvish whatsoever, Garaveth means 'wolf female'. Fitting, is it not? ;D  
** **The name Heledhon means 'glass male'. Don't ask me why I picked it; it just sounded nice. XD**

 **So, there may or may not be Saruman in the next chapter before Lupa goes off to join the Dwarves. I'm not entirely sure. Do you guys think he should join in the fun?**

 ** _Queen-of-Earth_ \- Maybe, maybe not. Likely though, even if just mild flirting… ;)**

 **Thanks to all who have commented and/or favourited and/or followed!**

 **If you guys have never heard of Weird Al, you should check him out. I have been listening to SO much of his music lately. Epic.**

 **By the Nine Gods Lupa mentioned, it's done! This chapter is DONE! YES! TWILLIN OUT, PEOPLES!**

 **WAH HA HA!**


	11. Now meet the Goblins

**Render unto Tolkien what is Tolkien's, and render unto Jackson what is Jackson's.**

 **This is where we start to traipse away from the movies while quietly sidling up to the book.**

* * *

The fifth morning after the dwarves had left found Lupa trotting up the trail into the mountains with a smug smile. The night before, she had been given permission by Lord Elrond to leave, and she had reacted with great joy. She had then requested a sleeping draught, claiming that she had been having trouble sleeping. Elrond had given Lupa a rather skeptical look, but had handed her a bright red potion anyway.  
He was not going to be particularly happy with her when he found out what she had done to the twins. It involved food laced with the sleeping potion, a large tub of honey stolen from the kitchens, and the twins' hair. Come to think of it, they weren't going to be that happy either.

Lupa grinned to herself.

* * *

It took her six days to catch up to the dwarves. During that time, the sky went from clear blue with puffy white clouds to grey sky with clouds that had flat, dark grey bottoms. It started raining on the fourth day.

While Lupa generally liked rain, and getting soaked, she did not tend to like it in the mountains, where it made the rocks slippery and dangerous. It also made it harder to see, once it started pouring. It got even worse when she found the stone-giants, who were throwing large boulders around without a care, causing the ground to shake and jitter under her feet.

By the time she found the cave the dwarves had hidden in, it was early evening, the rain coming down in sheets so thick it was nearly impossible to see, and even more impossible to smell anything. So hard to see and smell, in fact, that she almost missed the cave that the dwarves had taken shelter in.

Slipping inside, she was greeted by the smell of wet dwarf and old cave. The walls were rocky and jagged, showing that it was not a commonly used cave, whose points would normally be smoothed by long touch. In what meager light there was, she was just able to make out the shapes of thirteen dwarves, one hobbit, a wizard, fourteen ponies and one fat white horse. All were soaking wet and seemingly miserable.

It took a moment for the dwarves to notice her, and when they did, there was a sword leveled at her throat.

She sighed, raising empty palms to show that she was unarmed and had no intention of bringing trouble. "Peace, whelp," she muttered. "I do not think an… intruder, would come in like I did."

Thorin growled, lowering his sword. "Say something, next time."

Lupa sighed again, glancing around the cave. The dwarves were huddled together on the floor, with Bilbo a little ways away. Gandalf was sitting away from everyone, and the ponies were squashed side by side in the very back of the cave.

"Five days, pup. You had a five days' head start, on ponies, with little rain. It took me six days on foot, mostly with pouring rain, to catch up to you. Why?" she glared at him, making him huff and glance towards the hobbit. Lupa now paused.

"Ack," she muttered. "Fine. If the need be, I will carry him tomorrow." She now moved away from Thorin, slipping over to Gandalf.

"Gandalf," she whispered, more to make sure she had his attention than anything else. From experience, she knew that he would already have half an ear on her.

"Gandalf, why did it only take me six days to catch up? It should have taken far longer."

He gave her a side-eye glance. "You were able to travel somewhat faster, my dear. After all, it was just you on your own, while we were all traveling together."

"Yes, but- ack. Magic. You used magic to help me cover the distance faster, didn't you?" she groaned. "You know I hate being magicked."

"Necessary, my dear."

"Oh, I'm sure, yes! _Galli nac acala_ Wizard!" she cursed him.

"I shall pretend that I do not know what that means," he replied, rather amiably.

"Oh, good for you," Lupa muttered sourly. Then her posture changed, went more on edge. "I smell goblins, Gandalf."

"You can smell them in any cave in this part of the mountains."

"I know that, Stormcrow. It's stronger here. And that's something, considering I can barely smell anything, thanks to the rain, the dwarves, and the ponies. Was this cave well and truly searched before you all went in it?" she was starting to get rather agitated.

He gave her a small smile, trying to sooth her nerves. "I am sure it will be fine, Lupa. All will be well." Now his posture changed, perhaps more relaxed now than it had been. "I believe Bilbo would like to talk to you," he murmured.

Lupa growled, knowing a dismissal when she heard one. "Fine, Gandalf," she muttered, stalking off.

Bilbo jumped when Lupa settled down beside him. She had walked quietly, any sound she made masked by the loud rain and thunder. "Lupa!" he exclaimed, although quietly so as to not wake the few dwarves who were sleeping. "You're here!"

Lupa smiled half-heartedly. "I am. So glad you noticed." Leaning back, she sighed for a third time since entering the cave and grimaced. "It's wet out, pup."

Bilbo awkwardly patted her on her damp shoulder. He still didn't quite know how to act around her. "I had wanted to leave a note for you," he started, looking at his feet, "but Gandalf said that you couldn't read."

She scowled. "Did he. Gah. Well, I… suppose… he was right, in some way." Her face softened a touch. "Well, he was right in some way, at least. I cannot read the writing that you would have used. I can read the written Eken, and… some… forms of Elvish, but that is it."

The Hobbit seemed perplexed. "You can't read it? Oh. I- I could teach you, I guess, I mean, if you wanted." He looked to her for a reaction.

He seemed almost surprised when she smiled at him, tired eyes crinkled at the edges. "That would be kind of you, pup," she said, glancing at him. Her eyes fixed on his small sword. "I could teach you how to use that… sword, if you liked. A _janni alimr_ , as it were. An exchange of knowledge," she added when she saw his confused look.

Now Bilbo smiled, a tentative, cautious thing. "I would like that. I could start showing you tomorrow."

Lupa ran a hand through her limp, wet hair. The rain had once again washed the gel away, leaving it lying flat on her head. She looked tired, her eyes half closed. "Aye. Tomorrow, pup. But now? Sleep."

She curled up on her side on the stone floor, wrapping her arms around herself. Bilbo crawled into his bedroll that the dwarves had given him, made of warm deerskin. He listened to the sounds of the dwarves breathing, a gentle, soothing sound. Slowly he warmed, wrapped in the soft embrace of his blankets. Eventually the land of sleep dragged him into a dream.

Gandalf had stayed awake longer than everyone else. Standing, he looked at the sleeping forms lying on the floor; the dwarves were bunched together, with Lupa and Bilbo laying together on the edges. Lupa had no blanket, and, while obviously not cold, was tightly curled. Gandalf smiled, shaking his head. She was stubborn, that one. Perhaps she would be able to help Thorin when he needed it most.

* * *

Bilbo was dreaming. It was not a pleasant dream. The back of the cave had opened up, letting tens of goblins pour out, before the floor started to slide away from beneath him. The horrible jolt woke him, making him cry out. As soon as he was fully awake, he instantly wished he wasn't.

The back of the cave really had opened up, letting not just tens, but dozens of goblins pour into the area, along with a foul stench of rotting things. The ponies, which had been huddled at the back, had already vanished, likely into the goblin cave with 'help' from the goblins.

Suddenly there was a great flash of light. Gandalf was the only one who had not been taken by complete surprise, as Bilbo's yell had woken him. Whatever the light was for, it proved deadly for several of the goblins, as they instantly fell down dead.

The remaining goblins were able to grab hold of all but the Wizard, dragging them back until the split closed with a snap. Even Lupa had been grabbed, although, judging by the dark blood on her hands and around her mouth, this hadn't stopped her from biting and scratching at the enemies around her, a look of pure rage on her countenance. Quickly the goblins tied everyone's hands together, using rope to connect the bindings. Several more goblins lost bits of blood and flesh to Lupa's teeth.

Once all were bound, they were herded down the path that had been carved out by the goblins, stumbling and tripping as they were pushed and shoved. When they slowed from the exhaustion of running in the dark, twisting tunnels and being pinched and slapped, the goblins brought out whips and lashed at the company. Poor Bilbo, being out of shape and having the shortest legs was the slowest of the lot, quickly fell to the back, closer to the whips. When Lupa saw this, she let herself slide to the back, taking the whip lashes meant for him, wincing and gasping each time but never moving away.

The Goblins started singing, a raucous, painful tune about traps and snaps and claps, using the slapping of their leathery feet to keep time. The tunnels echoed with it, making many of the dwarves grit their teeth and try to tune it out. Lupa growled at the Goblins at the back, while Bilbo quietly wheezed and whimpered.

Eventually they reached a huge cavern, filled with wooden walkways and torches that released oily smoke. It was dim, for no natural light reached so deep, and the walls were covered with jagged rocks, allowing the goblins to scurry around them, up and down the wall.

Deep in the gloom, the company could just make out a huge, fat figure seated on a throne of waste and bones. As soon as it was fully visible, Oin was just able to hear Lupa's mutter.

"This is why you _always_ fully explore the cave, you idiots!"

* * *

 **Oh, gods. Well, it only took** _ **how long**_ **to update. You know what? I really do not feel like counting to find out exactly how long it's been.  
** **I swear, Rivendell hates me. I never want to do another Hobbit story. I would try to do something, but the story would be all, "mm, no thanks." So, it took forever. Then I** _ **FINALLY**_ **get Lupa out of there, and she instantly starts talking wrong. ARGH.  
**

 **Look for my next Hobbit story sometime after I finish this one and do a LotR fic.**

 **Translations of the Eken in this chapter: Well, Lupa already told you what** _ **janni alimr**_ **means. As for** _ **Galli nac acala**_ **, just take it to mean something along the lines of a really bad insult. I'm pretty much just making it up as I go along, so not even** _ **I**_ **know what it means.**

 **Thank you SO MUCH to MirwenAnareth for helping me find so many of the errors in my story. (Hey, if you guys like Elder Scrolls fics, you should check hers out. They are** _ **epic.**_ **)  
** **Guys, please,** _ **please**_ **tell me when you see errors. I do want to improve, but it tends to be nigh impossible to find every single mistake when it's your own work. At least, I find it pretty hard.**

 **Now on to the matter of her wrist bones. You may have noticed that they healed in but 8 days. Please note that I do know that this is impossible in real life. However, I'm going by that a) Lupa, as an elf, has an increased healing factor, and b) Lord Elrond can heal things faster than normal.  
** **Also, I would like you all to know that her tattoo is now different. I decided that it was too similar to a mark from another franchise, so I would like you to think of it now as just a single teardrop under her left eye.**

 **I want to share something with you all. The other day, I had this story open and unattended, so my brother took it upon himself to write a suggestion for how to end this story. He put, and I quote, "Huge blood covered troll eats everyone! Happy ending!".  
** **Isn't he a gem?**

 **Thanks to all those who those who have followed and/or favorited and/or commented. You guys really make my day. :)**

 **I'm not sure when the next update of this will be. I think it's getting better now, but... well, we'll see.**

 **Ugh. I apologise for the long A/N.**

 **Twillin out.**


	12. Run away quick now

**Render unto Jackson the things that are Jackson's, and unto Tolkien the things that are Tolkien's.**

 **In other words, I don't own anything.**

 **Just a note, the Great Goblin might talk a wee bit… odd. Also, Lupa tends to use the word 'bloody' as an expletive, not an adjective. So, if Lupa is talking or whatever and the word pops up, it's because she's annoyed.**

* * *

The figure at the top of the throne was large, but only Lupa recognized what it was.

It was another goblin, but far bigger than any of the others that they had previously seen. It had short, stick-figure arms and legs and a massive belly, all covered over by stretched, slimy skin. The thing's face was hideous, filled with wrinkles and a long, beak-like nose. There was a large stick in one of its hands, used like a scepter.

"What are these _miserable_ persons?" it asked, in a scratchy, awful voice. The stick was thudded on the floor for emphasis. Lupa shuddered at the sound, wincing as the movement pulled on the whiplash wounds now adorning her back.

One of the goblins that had grabbed them crawled forward on its knees, groveling before the Great Goblin. "Dwarves, your greatness," it screeched. "Dwarves, and these!" Bilbo and Lupa were shoved forward, right into a stream of oily smoke, making both of them retch. "They were on the front porch, hiding from the weather!"

The Great Goblin leaned forward, making the pile it sat on shift under its weight. It looked at the two creatures before him, then towards the dwarves that had huddled together. "And what were they doing there, I wonder?" it muttered. The sound grated on the dwarves' ears. "Up, to no good, I'll bet," it mused. "Spying, on our people, I shouldn't guess! Thieves, I wouldn't be surprised! Murderers, or friends of elves, I think!" Now it had worked itself and all the goblins around it into a frenzy, gnashing their teeth and glaring at the dwarves, a hungry, mad look in their eyes. "And, just what do you think you were doing there?!"

Thorin stepped forward. Lupa hissed at him, trying to tell him to get back and not draw attention to himself. He completely ignored her.

"Thorin Oakenshield, at your service." He did his best to look proud and strong, merely making the Great Goblin scoff at him. "We had only wished to make camp for the night, and move on in morning. It was _your_ goblins that dragged us here."

The Great Goblin glared at him. "A likely story! What plots did you have, you-" suddenly it paused. "Wait. Did you say, 'Thorin Oakenshield'? As in, that puny, _weak_ , false King under the Mountain? What, are _you_ doing here? Wait, wait, don't tell me. You're going to try, to take it back, aren't you?" the Great Goblin smirked. "Well, I do believe that you can kiss that dream _goodbye!_ "

* * *

Lupa was not listening to the conversation as it went on. Instead she kept an eye on the goblins that were surrounding them, making sure that no intruder, dwarf or otherwise, went anywhere. In her head, she had to commend them for that. It showed some base intelligence, even if it did currently cause a problem.

All of their weapons had been piled in heap, along with the various bags and knick-knacks the company had carried along. Lupa's daggers and knives had joined the heap, but she had managed to keep her bag by killing or maiming any goblin that tried to take it away. It was just as well, for there were more goblins crawling around on everything and searching through the weapons and bags, looking for useful things. So many, many, _bloody_ goblins…

The smoke seemed to be getting thicker. Heavy, oily, it made it hard to breath in the cavern.

A sudden flash caught Lupa's eye, and she winced when she saw what it was. A goblin had found the sheath of Thorin's sword, that Lord Elrond had told her was of elvish make. He had also told her what it had been used for.

* * *

The Great Goblin was interrupted by a sharp screech, making Thorin and many of the other dwarves jump. "Oh Tremendous One! He is lying, for look what he was carrying!" quickly it grabbed the sheath and hilt of the sword, pulling to remove the sheath and show the bright, elven blade.

The ruler shouted in outrage. "Liers! Elf-friends and murderous! _Kill them!_ " it surged off of the garbage it sat on, waving its stick around, urging the smaller goblins into action.

* * *

The dwarves were quick to react to this new happening. Bilbo was shoved to the center of the mass of dwarf, with Lupa quick to close the gap to keep the goblins away.

Nori had managed to hide a smaller knife on his body, and it was now that he took the chance to cut his bonds. As soon as he was free, he cut Dori's bonds, who went on to cut the next and the next. Once enough were free, they ran for their weapons and bags, starting to kill goblins left and right. Lupa didn't bother looking for her weapons, instead using her hands and teeth. Soon there was blood everywhere.

The Great Goblin had gone straight for Thorin. It had to move slowly, due to its massive belly and small legs, but was soon in front of the dwarf anyway. It towered over Thorin, about to take a swing at it, but before the blow could land there was a great flash of light, blinding all and stalling the battle. In the sudden silence, just before the pained wails of the goblins started, there was first a quiet thud, followed by a loud thunking sound.

It seemed that the dwarves were made able to see again far sooner than the goblins, for as their sight cleared and they saw the large mass of the now-dead Goblin King, the small creatures were still spinning in circles screaming.

The company's eyes were drawn to the figure of Gandalf, standing over the body. He sighed, seeing them just standing there, before saying, "Follow me, quickly now!" in a ringing voice. It shook the dwarves from their reverie, making them mindlessly follow his commanding tone.

The company ran. They followed Gandalf over the many wooden walkways, killing goblins as they went. Bilbo was passed along on the backs of the dwarves, feet almost never touching the ground. This continued until the goblins ambushed the company from above. They tripped the dwarves, making them stumble and fall. Dori, who was carrying Bilbo at the time, was forced to drop the poor hobbit in favour of catching himself before he met the floor. Bilbo fell, rolling off the walkway before he could catch himself, and into a small,sloping side tunnel.

No one noticed, too intent on fighting for their lives. Gandalf gave a great shout when a small, white light suddenly appeared.

"Our only chance," he called back to the company. "Make for the daylight!"

It was a disgruntled, angry, pained group that filed out into the natural light. Lupa's back was covered in whiplashes, as were the backs of several other dwarves, though none were quite as bad as hers. Others had several wounds inflicted on them by the fighting, some worse than others.

In the haze of exhaustion and pain, it was Lupa who first noticed what no one else had. Quickly spinning around and tasting the air to make sure, she froze.

"Gandalf, where's Bilbo?"

* * *

 **I have been so curst busy lately. Last weekend I had to go with my choir to this one huge music festival, (it was uber epic, but still. Far too many people.) and this time I was out visiting relatives with no wifi. Need I add that these were the first few weeks in awhile that I actually felt compelled to write.**

 **Well, I'm sorry that the chapter is kinda short. But! with any luck, I'll be able to have the next one up in a few days. Maybe even a few hours, but I rather doubt that one. ;)**

 **Thank you SO much to all those who have followed, favorited, and/or reviewed. It really gives me more motivation to keep writing. :)  
And really guys, constructive criticism is SO appreciated. Otherwise I won't know what to fix.  
Or any type of review. They all make me happy. :)**

 **Umm… yeah. Can't think of anything else that I really need to add.**

 **Twillin out!**


	13. The hobbit came back

**Heh. Note to self: never be like, 'oh, don't worry, I'll have the next chapter up in a day or two!' Why? Because unless I already have it written, I won't.**

 **Anyway. I don't own the Hobbit. _Shocker._**

* * *

Gandalf was highly annoyed. The dwarves were tending to their wounds and moping. Lupa was at the point where ripping someone's throat out with her teeth would have calmed her down.

The company had found a small clearing in among a large clump of trees and bushes to rest in. The sky was hidden by leaves and branches, and it had been a struggle to get Bombur through the narrow gaps that led to it. But it was safe for the moment, so they stayed.

The wizard had had to practically force Lupa to let Oin take a look at her back, however displeased about it she was. Oin had had to cut away the back of her shirt before cleaning her wounds because of how her blood had dried and fixed to her back. She had sat through him cleaning her wounds, than rubbing a burning salve on them with only quiet whimpers. She was silent as he wrapped her torso in bandages, waiting until he was finished to disappear into the trees. When she came back, she wore a new shirt and looked somewhat cleaner.

In the meantime, Thorin had started arguing with Gandalf. "We never should have brought him, Gandalf! He has been naught but a burden and an annoyance for the whole time! The only reason he's been able to keep up with us is because of that wolf-woman!"

Not paying attention to the others, he failed to hear Lupa growl and mutter something along the lines of killing mutual respect as she sharpened her knives; one of the dwarves had managed to grab them for her.

"Only a burden in your eyes, Thorin!" Gandalf shouted back, "and a burden he was not! But if you insist on leaving this place and going on without looking for him, then rest assured that I shall be leaving and will not return to help you!"

He also failed to notice Lupa suddenly sit bolt upright, not even wincing at the pull on her sore back, staring and blinking in the one direction, tilting her head to one side.

* * *

Bilbo was thoroughly displeased. First captured by goblins, then dropped from a dwarf's back, than riddling in the dark with… whatever kind of thing Gollum was, and then losing all the buttons on his waist coat. Really, it had been a terrible night.

Well, at least he was out of the mountains, and on the right side, going by the looks of things. Now he just had to find the dwarves, provided they had gotten out. Then he frowned; hopefully Lupa had gotten out all right.

Ah, well. The only way to find out was to take a look around, and no help would that he if something came upon him and killed him. Best to keep wearing the ring, then, if it meant that creatures couldn't see him.

* * *

It was only a small amount of searching later that found him listening into what was happening. From the sounds it, Thorin was annoyed with him again. Well, no surprise there. And Gandalf was defending him, sure the hobbit would turn up eventually; Bilbo smiled a bit at that.

Then he remembered, and his eyes did a frantic search around the group, coming to rest with a sigh of relief on Lupa, sullenly sharpening her knives. Very sullenly. He didn't think he'd ever seen the elf look so murderous, and that was saying something.

He shifted the position of his feet, wincing as his movement made a rustling sound in the leaves that surrounded him. He winced as Lupa's head jerked up, staring straight at him. But surely she couldn't see him, as none of the goblins or such had been able to.

The way she was looking in his direction was not a vote of confidence for that thought.

A sudden raise in the pitch of Gandalf and Thorin's voices grabbed both his and Lupa's attention away. "I can hardly be blamed for the loss of one hobbit!" Thorin was shouting, "but we must leave now, or face the threat of being found and killed by goblins or orcs!"

Gandalf was about to make a scathing remark when Bilbo decided that enough was enough. Quickly he stepped forward, taking off the ring as he did so. "And here is your hobbit!" he cried loudly.

Some of the dwarves turned white as a sheet. Nori nearly keeled over. Others looked frozen and stunned. Looking around at them in the sudden silence, Bilbo was taken by surprise when a solid weight suddenly hit him from behind, before realizing it was Lupa giving him a hug.

Gandalf had a look of relief and triumph on his face as he turned back to Thorin. "There! You see? I told you he would show up!"

Thorin growled something completely unintelligible before turning back to the rest of the company. "Right! Everyone pack up! We need to be leaving soon, before this place is crawling in goblins!"

* * *

They trekked onwards for some time. The sky was clear and the sunlight warm, making all in the company glad. Not even the dwarves had liked those harsh underground tunnels that the goblins had dug; some even quietly mentioned to others how they had had an almost slimy feel.

Lupa was happy that Bilbo was back, and while she did not shadow him, she did always keep at least half an eye on him.

They eventually came to a steep scree slope, likely caused by a landslide at some point in time. Several of the dwarves nearly fell, and Bilbo did, saved only by a quick grab made by Balin. Lupa was at ease, seemingly gliding down the slope with a clatter of rock fragments. Gandalf was being Gandalf and doing fine.

By the time all were safely down, the sun had almost disappeared behind the mountains. All but Gandalf were rubbing tender bruises, and several wanted to stop for the night. But Thorin, wanting them away from where a sudden slide could bury them, made them press on.

They continued through a changing landscape that sloped gently downwards. Most of the time it was an old pine forest with a soft, needle covered floor. Other times it was a sea of green bracken with fronds almost as tall as Bilbo.

* * *

Eventually they came to an opening in the huge pine trees. They stood at the edge of the pine forest, looking at a cliff that suddenly fell away into air. There was a ring of trees standing on the cliff, the roots of them likely one of the few reasons the old, weathered cliff was still there.

Lupa was enjoying the fresh air. While she liked forests, she prefered open spaces, which allowed her to smell more of what was happening. Which, judging by the smell of things right now, was something rather unpleasant.

Gandalf did not like the small grove of trees here. There was something wrong about it, like it was giving off feelings and old memories. It did not help when Lupa limped up to him and whispered that she smelled Wargs in the area.

Nearly everyone was limping by now. The only one who wasn't was Gandalf, likely because he was a wizard. Everyone else, however, was feeling their pinched toes, blistered heels, and bruised pads. Bilbo especially was feeling them, for not even tough hobbit feet could stand up to the day they had had.

They were all startled when a sudden howl split the air, which was followed by several more. Instantly dwarven hands went to their weapons, eyes looking to Gandalf and Thorin. Gandalf in turn looked to Lupa, who shook her head.

"They have surrounded us, I think," she muttered in a low voice.

* * *

 **Oh, cliffhanger, baby!  
** **Well, if you must know, it's not entirely intentional. I was originally going to end once they reach the Carrock, but then, A) this seemed like the perfect place to end it and B) I really have no idea what is going to happen with the wargs and goblins and orcs who show up for the party.**

 **So. Yeah.**

 **Again, not uber long, but like I said above...**

 **Anyway, no idea when I'll have the next chapter up. I have a hope, but I won't say it in case I jinx myself. Ya know, like last time.**

 **Thank you SO MUCH to all my darling reviewers! Seriously guys, three for one chapter! that's awesome!  
** **… do you think we might be able to do it again? :D**

 **And, of course, huge thanks to all those who have followed/faved. You people really make me happy. :)**

 **Umm… that's all, I think.**

 **Twillin out!**


	14. Eagles can be unpleasant

**Hi...**

* * *

Bilbo had decided that he no longer liked climbing trees. It was probably something to do with how they had been forced into them by the increasing numbers of wargs that wanted to rip out the throats of everyone in the company. Or else how he had needed help from Lupa to get into the tree he was currently hanging on to for dear life; her help had, after all, taken the form of her dropping straight from the tree, grabbing him, and throwing him up into the tree branches. She had watched to make sure he caught hold, but still.

These people really had no respect for personal space or comfort zones.

Or proper, well mannered language. Lupa was barking what sounded like bloody murder in… what even _was_ the language? Wolf? The dwarves were doing much the same, only in what was probably Khuzdal. Only a few were shouting in Westron.

The ground below was now covered in wargs. They howled and barked at the Company that was now stuck in the trees, clinging on for dear life. Bilbo did not like the noise of them; it filled him with fear and grated on his poor ears.

Lupa, meanwhile, had stopped screaming bloody murder long enough to clamber over to the tree that Gandalf was in and shout to him over the noise. "Gandalf! The wargs are saying that goblins and orcs are coming!" Then, having made sure he knew, she went back to the tree that Bilbo was in.

Now even Gandalf was worried. They were all well and truly boxed in, with no hope of escape. The wargs would slaughter them before their feet touched the ground, and the goblins could likely make them have to come down from the trees.

Curses.

* * *

Thorin had not been expecting to suddenly see a warg go up in colored flames after being hit by a flaming pine cone.

He felt slightly less surprised when he saw where the pine cones were coming from, although he was decidedly not completely happy with it.

Gandalf was grabbing them out of the tree around him and lighting them on fire with his staff before proceeding to throw them down into the masses of enemies down below. They would set whatever they hit on fire, sending the wargs into frenzied writhing as they tried to stop the spreading flames, giving off terrible, stomach-churning smells.

It was then that the orcs and goblins showed up.

"Thorin!" Dwalin bellowed. "They're lighting fires under the trees!"

The orcs had clearly taken control, making the goblins grab branches from the surrounding forest, and piling them up under the trees. Others were busy stamping out the fires started by Gandalf's flaming pine cones.

The ones that were causing the most worry, however, were the ones who were directing the fire into the branches under the trees. They were ensuring that the flames spread further into the trees where the company had fled to, first starting at Gandalf's tree before instantly spreading to the others.

In the large commotion, now one saw Gandalf quietly whispering to a moth.

Several minutes later, when almost all of them were now coughing from smoke inhalation, they also failed to notice the large convocation of eagles flying towards them until one scooped up Gandalf and flew away with him.

"Gandalf!" shouted Thorin in an angry yet fearful tone. What were they to do without their wizard? What side were the eagles on?

He was startled into a loud cry of anger when a second eagle grabbed him and flew off.

Now it was the goblins' turn to be angry as their prey was snatched from their grip.

Bilbo, desperately holding onto the tree as it shook and rattled, was caught by surprise when Lupa suddenly screamed his name and grabbed his arm with a death grip. With everything else going on, he nearly had a heart attack.

It was all rather unpleasant.

It worsened when he felt a sudden jerk as Lupa launched both of them into the air, her extended arm being caught in the talons of one of the eagles. He just barely managed to keep his grip on her other arm, even as her fingers wrapped around his forearm to tighten her hold on him.

He shuddered as the wind rushed past him, choking on the thick smoke in the air. The situation was really going from absolutely terrible to terrifyingly horrible. His feeling of lightheadedness when he looked down and saw the deep gorge below and Lupa suddenly screaming at the orcs, a sound of rage and ecstasy combined, most certainly did not help.

* * *

They flew for some time. Bilbo's arm grew sore and numb, and he could feel his grip on Lupa's arm loosening. Lupa, for her part, never loosened her grip on his arm for a second, although it did slowly get tighter and tighter, cutting off the circulation and greatly adding to the numbness in his arm. The dwarves, also held by the talons of the eagles, occasionally shouted, although it was almost impossible to hear over the whooshing of frigged air moving past them.

Even with her firm grip, it was not overly reassuring when Bilbo looked up to see Lupa's ash-pale face and tightly closed eyes. Obviously, she had similar feelings to him regarding heights. Or, at the the very least, similar feelings when it came to being carried by eagles high up in the air.

* * *

When the eagles finally started to drop their living loads on a high land platform, it was welcomed by everyone, especially Bilbo. He was less happy when Lupa suddenly released him from her grip before dropping herself, mainly because he had no warning and so had to windmill his arms and legs to be able to land in a more upright position.

Lupa, for her part, mostly just dropped like a sack of potatoes, only just catching herself in such a way that she didn't break any bones upon landing. Once back on solid ground, she merely lay there, barely moving.

The dwarves were mumbling among themselves, expressing their discontent with their treatment, not to mention the various scrapes, bruises, cats, and burns they had acquired while trapped in the trees back on the cliff. Thorin and Balin had their heads together, talking quietly, while Gandalf was speaking with the eagles. Apparently the king himself, even.

Once his head had cleared a bit of the fear and trepidation, Bilbo stood, looking around. They were high up on some mountain peak, surrounded by clouds and sky. The eagles around them were perched on rocky outcrops, preening their beautiful golden feathers and looking regal as they watched the dwarves. The sky was a clear, strong blue, making it seem strange that the air was so chill, with a sharp breeze that tugged his curly hair every which way.

Behind him, Lupa dragged herself over to a large rock and wrapped herself around it, softly muttering something under her breath, unnoticed by everyone save one of the eagles, who wrote it off as her kind being odd.

After looking around a bit more, Bilbo overheard some of the conversation Gandalf was having with the eagles. The wizard asking if the eagles would be able to carry them down to the planes, the king replying that the eagles could not go that close to human settlements, as the humans would shoot at them with their bows. Gandalf in return asked that the eagles take them as far as possible, which the king seemed to agree to.

While listening the conversation, Bilbo slowly became aware of how hungry he was. Thinking back, the last time he had eaten had been at… oh. The last time he'd eaten was a cold, unpleasant lunch on the day Lupa had found them, which was roughly… two days ago.

No wonder he was now feeling faint with hunger.

* * *

 **Hello, darlings... I know it's been uber long since the last chapter... I'm sorry... it's kinda short, I know...  
** **please don't murder me...**

 **So.**

 **Basically, if you want to know why it took so long for this new update, the answer is... SCHOOL.**

 **I'm going to guess that most of you understand. I mean, really, are they TRYING to suck all the inspiration out of you? Because it works, really and for true.**

 **Not to mention, this was the year I had to write my last PATs (Provincial Achievement Tests) and it was literally HELL. The teachers were cramming as much into our heads as they possibly could, and the homework was brutal. All in all, it was not fun, and I really felt like doing nothing at all.**

 **Anyway.**

 **To all those people who follow and/or favorite and/or review... I love you. you are the best people in the world. You make it so much easier to write.**

 **That should be everything to do with that.**

 **You may have noticed that Lupa absolutely hates flying. Rather understandable, considering that wolves are more _earthy c_ reatures.  
She is _not_ going to be happy the next day.**

 **Twillin out!**


End file.
